No Happy Ending
by Darkly Ironic
Summary: The Hero is dead, and the Villain has taken over the city. Caught between worlds, all Penny wants is a normal life. However, she's already a pawn in epic struggles she didn't even know existed. AU from 'Slipping'
1. Moral Dilemma

Disclaimer: The greatness that is Dr. Horrible does not remotely belong to me, and I intend to return the character in more or less the same condition that I found them.

A/N: Beta'd by HyperCaz. Thanks!

"_No sign of Penny, good. I would give anything not to have her see—"_

Penny was back against the wall, crouched low, trying so very, very hard to be invisible. She started when she heard her name. Surely this—lunatic—didn't mean her? How many Pennys could there be here?

"_It's gonna be bloody, head up Billy Buddy, there's no time for mercy." _

Billy Buddy. _No. _

Penny could see the resemblance now. He looked different, with those ridiculous goggles on his head and his eyes possessed with something she couldn't place. Penny could see him now, really see him, for the first time. Words, fragments flashed through her mind. "My thinking is, why not cut off the head?" "I meant, Gandhi." "There's this job—"

"_Here goes no mercy!_" Dr. Horrible had his death-ray leveled at the still-frozen Captain Hammer. Was he hesitating? Then his head turned slightly, and Penny knew that he'd finally seen her.

"No," she mouthed. She'd have liked to shout it, but her throat had gone dry as death, and she had no air in her lungs to say it anyway.

There was a slight change of expression in his face, a wry twist of his mouth that could have been a smile or a grimace. Then he turned back to his nemesis, and fired.

Penny wasn't quite sure what happened next. She thought the gun might have exploded—that would account for the burst of noise, and the shockwave that threw her against the wall. Her vision went dark as she blacked out for a second.

Someone started to scream, and Penny knew with a sudden certainty that Captain Hammer was dead. That didn't bother her as much as she thought it would. She lay slumped against the wall for a moment, considering this. The screaming continued though, and Penny groggily decided she should try and help whoever it was. Actually, it was several people by now. The hall had been almost empty, but there where still about a dozen people strewn about the hall, and they where all starting to panic.

When she stood up, the first thing that Penny noticed was that part of the roof had caved in. For a second all she could do was stare in horror. The police and paramedics where already there, and they where loading people on to stretchers and carrying them to waiting ambulances. Penny barely even saw them. She'd finally found what she was looking for-- a crumpled, white-clad figure on the floor below the podium.

She picked her way across the hall to him. He was half-covered by a large piece of podium, but from what Penny could see it had actually protected him from the falling plaster. She lifted it off of him with a strength she didn't know she possessed, and knelt down in the rubble beside him.

Penny reached out and touched his face, wincing in sympathy as her fingertips grazed a darkening bruise above his eye, fingers tracing down his jaw line to settle on his throat. It had been years since Penny had put her CPR training to use, but she could still find a pulse. If there was a pulse to find…

His eyes opened and he gave her a twisted smile.

"Penny," he murmured. "I did it." Then he fainted.

Penny looked down at him, feeling awkward and unsure. Behind her, the paramedics where lifting the body of Captain Hammer onto a stretcher. Penny looked away, but not quickly enough. Her main impression was that there was, indeed, quite a bit of blood, and that was the most she wanted to know. Penny closed her eyes, and waited for someone to help her carry Dr. Horrible--Billy--whatever-- out.

* * *

She didn't have to wait for long. Penny opened her eyes as someone gently tapped her shoulder. It was a thin, apologetic-looking man whose hands left damp patches on Dr. Horrible's lab coat when they carried him out of the hall. There was a battered station wagon waiting for them, and Penny supported all of Horrible's weight for a moment as the man who'd quietly introduced himself as Moist opened the side door.

It took a few moments to maneuver Dr. Horrible into the back seat. Moist slammed the car door, and mumbled something to Penny, then ran back into the building. He came back moments later holding the ray-thing Dr. Horrible had frozen Captain Hammer with. It slipped out of his grasp, and Penny caught it before it could hit the ground.

"Thanks. He'd kill me if I broke it."

"…Yeah…"

"Are you gonna come with us?" Moist asked. Penny didn't know. What else was there to do? She had a feeling that if she went back into the hall she'd be arrested for helping a murderer escape. She'd seen the looks people had given her as she waited by Dr. Horrible, a terrifying mixture of shock, disgust and fear, and she'd known that only her proximity to the Doctor was protecting her. Even unconscious, he had kept the police and reporters away, as if they feared that madness was catching.

Penny made a decision. "I'm coming." She told Moist. He gave a tired, lopsided grin and shuffled to the driver's side. Penny waited him to unlock her door, then collapsed into the passenger's seat. Once in the car she finally let herself give in to exhaustion. Her hands where shaking, and she felt weak and clammy like she was coming down with the flu. _Must be shock_, she thought.

"Where are you taking him?" Penny asked after a while.

"Back to our place. It's not far." Moist didn't take his eyes off the road. He seemed to be having a problem holding on the steering wheel. Penny wondered if she should offer to drive.

"Do you think he'll be alright?" It was a childish question, but Penny honestly didn't know, and she wasn't even sure of the answer she wanted.

"He always pulls through."

* * *

Dr. Horrible was still out cold in the back seat when the reached the apartment. Moist unlocked the front door, then went in front carrying Dr. Horrible's feet. He pushed a connecting door open with his back and gave a startled grunt as his hands slipped on his friend's boots and almost dropped them. Penny grimly held on to her double fistful of lab coat.

She hadn't been sure what to expect from Billy's house, and even less sure what to expect from Dr. Horrible's. The kitchen and hallway looked like Billy lived there. The living room was Dr. Horrible's domain. The room was dimly lit, but Penny could still see the tubes and random fluorescent wiring that crisscrossed the room. She would have liked to look around more, but Billy was getting heavy, and all she wanted was to sit down and _breathe_.

"Put him down over here." There was an overstuffed couch in a shocking shade of avocado along one wall. It was easy to set him on it after the ordeal of getting him into the car.

"You okay here?" Most asked her. Penny nodded. "I should go – uh – park the car…"

"Ok."

When Moist was gone, Penny settled a pillow under Billy's head and unbuttoned the collar of his lab coat, then took off his goggles and set them on the computer desk. With the goggles gone Penny had a much harder time seeing him as Dr. Horrible, murderer and villain. Even though he was still wearing the coat, the sight of his face had turned him back in to Billy, laundry-buddy and frozen-yoghurt friend.

Penny shivered. She felt alien and confused. What was she doing here? She had abandoned Captain Hammer, who had after all been some form of boyfriend, in favor of helping his murderer escape. That couldn't have been the right choice. Penny wondered if she should leave now, before Moist returned, but she still couldn't bear to leave Billy like this, bruised and unconscious.

"Penny?" She jumped. He was awake, and staring at her with those intense blue eyes. There was still a touch of insanity in them. Had it always been there? Penny couldn't remember.

"Are you alright?" she asked.

"My head feels like a building fell on it." It was a lame joke even from him, and Penny didn't smile. "What about you?" There was a real concern in his voice that Penny hadn't been expecting.

"I'm fine. What happened Billy? Why—" There where so many possible endings to that question crowding Penny's mind that she didn't even try to finish it. Billy supplied on of the possible questions on his own.

"Why did I kill Hammer? Because I had to; it was going to end like that sooner or later anyway, except it probably would have been me in the body bag."

"But it wasn't just Hammer, Billy. There where dozens of people in that room. How many of them are injured or dead now?"

His eye twitched. "I tried to get as many people out as I could." Penny couldn't answer. "I'll get into the League now, I'll be able to make a difference!"

"The League?" Penny was almost past caring. Almost.

"The Evil League of Evil. I was hoping to get in with my Superhero Bridge dedication plan, but when that, you know, didn't work out, they said the only way in was murder. I didn't want to kill anyone, but then, that day we met Hammer at the Laundromat, he said some things—and there was nothing I wanted more then killing him." It came out in a frenzied, tumbling rush. There was something close to panic in his face, like he knew how close he was to loosing Penny forever.

"Nothing you wanted more? Not even me?" Penny's voice was quiet, blameless, and Billy flinched like she'd slapped him.

"It was for you," he said, voice as soft as hers. "I knew I could never have you as long as he was alive."

Penny blinked. "Is that really what you thought? He didn't own me, Billy, and neither do you." She'd been sitting on her heels next to the couch. Now she stood and glared down at him. "And if you honestly think you do, you're as bad as he is. Was. Whatever."

"I'm sorry!" He floundered for a second. "But really Penny, what kind of a chance did I stand next to him?"

"A good one," she informed him. "I waited for you all day yesterday at the Laundromat. You never came."

There was a noise in the hallway. Moist was back.

"I'll see you later, Billy." Penny didn't look back as she walked to the door, didn't react when she brushed past a startled Moist in the kitchen. And she waited to cry until she reached the street


	2. A City Barely Coping

A/N Firstly, thank you to everyone who has reviewed, favorited, and alerted! Your support is what keeps me posting! : ) Secondly, enjoy!

The city was in shock. The death of Captain Hammer had been so unexpected, so unprecedented, that it was almost impossible to believe that it had really happened. The villain couldn't just _win._ It was against The Rules.

Penny had gone straight home after she left Billy's house. To her relief, everyone seemed to have forgotten her. She had half-expected to have police staked out at her apartment, but they never came. Penny read the papers and watched the news for hours, but there was no mention of her. The death of the city's favorite hero overshadowed everything else. Even his girlfriend helping his murderer escape wasn't worthy of the press's attention.

She did find out the details of what happened at the dedication. There had still been fifteen people in the hall when the roof collapsed, not counting Hammer, Billy, and herself. Hammer had been the only fatality, but all fifteen had been treated for some kind of injury, from scratches and bruises to broken limbs and a cracked skull.

Penny had looked down at her unmarked arms when as she read that. Was she really the only person in the building to escape unharmed? Even Billy had been knocked out.

Apart from the bare statistics, every retelling of what happened was different, and the accounts became more implausible and fantastic with each passing day. Penny was almost starting to forget what really happened, and most of the rumors where far more entertaining then reality.

Penny stayed in her house for a week. The next Saturday after the dedication she finally worked up the nerve to take a load of laundry to the Coin Mart. By then she didn't have much of a choice—she'd missed the Wednesday washing day, and had run out of clean clothes. Penny did think about going somewhere else, but she couldn't quash the traitorous desire to see _him_ again.

Billy was waiting for her when she arrived, sitting cross-legged in their spot on the counter behind the dryers with two frozen yoghurts like nothing had happened.

He flashed her a shy grin when he saw her. "Penny!" He stood up. "I didn't think you'd be back." He frowned when she didn't answer. "What's wrong?"

"Are you stalking me?" Even if she had half-wanted to see him, Penny still found it disconcerting that he was there.

"Stalking?" Billy's eye had started to twitch, a nervous habit Penny couldn't help but find adorable.

Penny crossed her arms and stared him down. It seemed to work.

"I just wanted to make sure you where alright. When you left—"

"I really don't think you should be here Billy."

"Please Penny, I got you frozen yogurt." He offered her a carton like it was a peace offering to a vengeful goddess. "One last time?" There was a desperation in his voice that scared Penny and hinted of an obsession bordering on madness, but she couldn't bare to just leave. Wondering if she was making a terrible mistake, she took the carton and sat down across from him.

"So are you in the ELE yet?" she asked.

"Yeah," he said slowly.

"That was the 'job' you wanted so badly, wasn't it."

He leaned in close, voice rapt and quiet, face intent. "The ELE is just a means, Penny. Once I'm in, I'll have the power to really make a difference. I can change the world, just like we always wanted!"

"Not like this, Billy. Not killing, hurting innocent people."

"Even to save the world?"

"So does the end justify the means now?"

"What, you don't have a high opinion of career villains?"

"_Billy._"

"Sorry." But he was grinning at her.

Penny's frozen yoghurt suddenly tasted like chalk, and she set it down in front of her. Then her brain caught up with something he'd said.

"You said, 'when I get in'. I though it was official." Maybe there was still hope.

"I've been accepted," Billy mumbled. "It just hasn't been—formalized—yet."

"And what's going to happen to Billy when Dr. Horrible takes over the world?" Penny asked softly. _I was really starting to like him,_ Penny realized. If only the shy, sweet guy she'd started to fall in love with hadn't also been a murdering super-villain. Just her luck. She'd always had a terrible time with picking boyfriends.

He frowned at her like he couldn't understand the question. Maybe he didn't.

She tried a different tact. There was another question that had been plaguing her all week. "I thought you'd be—different. And you are, but you're still sitting here with me, eating frozen yoghurt." _How can you?_ was the rest of the question, but Penny couldn't bare to hear the answer.

"It's actually kind of a relief," he said slowly. "For years, I've been looking over my shoulder for him. He got in the way of every clever plan, every heist. Add it all up, and I've probably spent months in the hospital because of him. Now he's gone, and I'm—free."

Penny thought she could understand that, but it didn't reassure her.

The buzzer on her dryer went off. Penny didn't look at Billy as she loaded her clothes into the basket. She'd made her decision, and while her heart felt close to breaking she knew it was the right choice, the only way she could get out of this situation with her values and ideals intact.

"Do you want a hand with those?" he asked.

"No," Penny told him. "I'm sorry, Billy. I can't pretend like nothing's happened. You're already in the news. The more time passes, the more headlines you'll make, and I can't—" She swallowed, and tried to phrase her confused thoughts and emotions in a way that would actually make sense. "I can't sit here with you like old times right after reading about some terrible thing you've just done. You're in the big time now and, like you said, there's no one to stop you from being as evil as you want to be."

"It doesn't have to be like that!"

"Will you give up on joining the ELE? For me?"

Billy's face was an open book. It always was. Penny wondered if that was why he'd started wearing the goggles. Now all his confusion and anguish was plainly etched across his features.

"Penny—"

"You won't, will you?"

"Penny, I can't. They'll kill me if I try to back out now."

"If you really wanted out, you'd find a way."

He hung his head. "Maybe."

She stood on tiptoe to kiss his cheek, stifling a smile when he jumped. There was nothing more to say, and they both knew it, but Penny could feel him watching her as she left the Laundromat.

* * *

It seemed almost unfair to Penny how life just went on, but it always did. She got a new job, temping at a box company, a replacement for an employee who'd been on a plane that went down in the Pacific. She'd wondered vaguely if the ELE had been involved.

Dr. Horrible was in the news more often then Penny would have liked. She did notice that very few people where killed or injured by his schemes, but that didn't make her feel any better about her Billy becoming a murderer.

Her job kept her focused, and she was volunteering again. She'd changed laundry days to Sundays and Thursdays, and now went to a Wonder Wash half-way across town. It was a bit of a long bus ride, but Penny felt it was worth it, and she was careful to change her route there and back every few trips.

Sometimes she thought she saw Billy, a blurred figure in a hoodie that vanished as soon as she tried to get a closer look. Penny had considered moving, but she'd grown attached to her apartment, and she decided she wouldn't leave it just because she was worried about some guy knowing where it was. Anyway, she was sure Dr. Horrible was to busy planning his next heist or hijacking, or whatever evil plot he had in development to worry her.

Penny thought she was coping well. She was keeping her head up, just like she always did. The past was safely behind her, where it was supposed to be.

Then, on a bright afternoon almost two months after the dedication of the homeless shelter, Penny came home from work to find her apartment had been broken into.

Penny stood in the hallway, hesitating. The door wasn't off its hinges or anything. The lock didn't even look like it had been forced. The door was just slightly open, maybe a quarter of an inch. To the casual observer it looked like Penny had been careless on her way out that morning, and hadn't taken the time to shut her door properly, but Penny had always been cautious. Even in kindergarten, she'd learned how to put tape on her lunchbox to see if anyone had opened it.

The open door didn't frighten Penny as much as it probably should have. She stood outside, canvas bag filled with groceries heavy on her shoulder, and thought of all the public safety announcements that said what to do if your house was broken into—call the police, stay calm, under no circumstance go inside—Penny pushed on the door, and went in.

"Billy?" Her voice was barely a whisper.

There was someone sitting on her couch, waiting for her. It wasn't Billy.

"Oh God," was all she managed to get out before she fainted.


	3. And I Am Fine

Penny only blacked out for a moment. It was embarrassing, actually. She'd never thought of herself as the fainting type. Her only defense was that it had been a trying few months. Certainly, she hadn't been expecting _this._

"You're dead," she told the intruder much more weakly then she would have liked.

"Nope," Captain Hammer informed her. He reached down to give her a hand up from where she'd fallen. It seemed to take much more effort for him to pull her up then it would have taken him last time she'd seen him.

"How can you even be alive?" Truthfully, he wasn't looking his best. He'd lost weight and muscle tone, and his face was too pale to look healthy. His eyes were over-bright like he had a fever. "I saw you, you where—" Penny paused, unwillingly remembering the sight of his mangled body. "Very definitely dead."

"I got better?" He led her towards the couch, but Penny realized she was supporting him more then the other way around. She staggered under his weight, and he seemed to understand. "Sorry," he grunted, and tried to support himself, but Penny ended up half-carrying him to the couch anyway.

"You look awful," she told him. It was more then just his appearance. It was like there was something broken inside of him; the cocky, irritatingly self-assured Captain Hammer was gone, replaced by a weakened husk.

"Apparently being dead isn't very healthy." He gave her a cheesy smile that was a ghost of what it had been. Oddly, it seemed sweeter now.

"So you were dead." Penny was still stuck there.

"The Guild of Superheroes resurrected me."

"They can do that?" It was the first Penny had heard about _that_ dimension to the Guild's powers.

"Why do you think the Heroes never loose? I think it went a bit—wrong—though."

"You're not a zombie or anything, are you?" Penny couldn't help but pull back slightly.

"No." He looked bemused.

"What happened?" He was still looking lost, so Penny tried to help. "Just start after the dedication."

"He's not here, is he?" There was fear in his voice, and Penny found that most unsettling of all, but that didn't mean it made sense.

"Who?"

"Dr. Horrible. Are you—together?"

Penny flushed. "We're not. Not that it's any of your business. And I certainly hope he's not here. And how did you get in?"

"You gave me a key last time I saw you. And it is my business. He's still my nemesis."

"Really?" Penny was unconvinced.

"Well—maybe I should start at the beginning…"

Penny tried not to roll her eyes. "Please do."

The problem was, even after he told her everything, Penny was still confused. From the sound of it, he had been dead after the blast from the Death Ray hit him. Then the Heroes' Guild had, as was apparently common practice, brought him back to life. It hadn't gone quite right though. He'd been dead for too long and the damage had been too extensive to repair him as quickly and smoothly as the Guild's technicians would have liked. Now, Captain Hammer was alive again, but minus his super-strength and invulnerability. In short, minus the core of who he was.

He had only just finished the recuperation process, he said. Penny had a hard time believing that, since he still looked over half dead.

"I didn't have anywhere else to go," he finished.

"You don't have any family or friends in the Guild?" Penny realized how that sounded, and tried to soften it. "I mean, I don't mind—"

"You don't? Great!"

"…I'm sorry?"

"I won't take up much room. I can do the dishes!"

Something was very, very wrong. Clearly Captain Hammer had been replaced by some kind of clone or android, and the programmers had made a horrible mistake while programming its personality. That or Hammer was truly desperate.

Penny sighed. Even if this really was Hammer, she wasn't sure if she wanted anything to do with him. She still clearly remembered his little speech at the dedication, and while she might have been unlucky in love, she wasn't the type to stay with a guy after he'd made it clear he was just after the sex, or worse, was just using her to hurt his nemesis.

On the other hand, he said he didn't have anywhere else. _Anyone_ else. That struck Penny as being very sad, that his only 'friend' wouldn't even want him around. And in the state he was in—if Billy found him, there wouldn't even be a fight. And Billy couldn't even be his only enemy. Captain Hammer had been making the streets of LA safe for almost a decade. Turning him out, powerless and friendless, would be nothing short of murder, and Penny figured that being murdered once was enough for anyone.

"You can stay," she told him. His face lit up, and he gave her a disconcertingly puppy-dog-like look. "With conditions." His face fell slightly. "I might take you up on the dishes offer, and—" She gave him the same tough-girl look she'd given Billy last time she'd seen him. "Under no circumstances will we continue any sort of relationship more intimate then friends. I was going to break up with you anyway, but it seemed pointless after you died. Got it?"

Hammer nodded meekly.

Penny relented and smiled at him. "You can help me make dinner."

* * *

Penny didn't tell anyone about the ex-superhero living on her couch. He hadn't asked her to keep quiet about it, but Penny wasn't stupid. Billy aside, there had to be a reason the Heroes' Guild had kept Hammer's resurrection quiet, and crossing them was high on Penny's list of 'What Not to Do'.

A week passed, then two, and Penny began to get used to living with Hammer. It was still weird, and often awkward, but she hadn't killed him herself yet, and he was getting better at the little things, like asking her how her day went, and talking about news that didn't involve him. It helped that he never left the house. With nothing to do but watch _CSI: Miami_, the things he had to say about himself where greatly diminished.

He was starting to recover, which relived Penny slightly. By the end of the second week, he was looking less like one of the undead, and had even started to have dinner ready when she got home from work. Penny didn't even discourage him from the cooking when it turned out that everything he made tasted like decomposing cardboard. The mere fact that he was making the effort showed Penny that he was willing to do anything to keep from being thrown out, and Penny rather liked this new eager to please Hammer.

But if Penny's work and home life was surprisingly tranquil, the rest of the city compensated by being on the edge of anarchy. It wasn't too obvious, not yet, but Penny could see the beginnings of it: people who where once friendly becoming suspicious and terse, the increase in the number of police on the streets, the deaths and disappearances that no one was even trying to solve. It was safer to stay at home then wander the city, even just to go shopping.

Penny wished she could stay home, but if she did, she and Hammer would starve, and that wouldn't make any difference to Hammer because she'd have strangled him before that could happen. Even this new less-obnoxious Hammer was still Hammer.

And someone was following her. Penny hadn't told Hammer that, because she had a fairly good idea who it was. At least, she'd thought she known at first, but now she wasn't sure. Sometimes she thought it was just Billy, sometimes she thought there were at least two different tails, and sometimes she thought she was going crazy. Whoever they where, Penny feigned oblivion and hoped they'd go away.

One night, Penny stayed at work late. A big order had come in late in the day, and half the office was out sick with the flu, and Penny didn't mind a little overtime. It was ten o'clock by the time she left the office. She'd missed the bus by a few minutes, and she stood on the pavement outside the door considering her options. It wasn't far back to her apartment, and she decided to walk rather then wait for the next bus.

It was summer, stiflingly hot even after the sun set. The heat wave had lasted for a week, and Penny was hoping they'd get some cooler weather in off the ocean soon. For now, she couldn't wait to get back to the apartment and its luxurious air-conditioning.

"Hey!" someone called from behind her. Penny turned and saw a shadowed figure on the sidewalk behind her. There was the unmistakable sound of sneaker scuffing on pavement coming from the direction she'd been headed, and she whipped around to see two more men walking slowly toward her, spreading out like wolves circling a downed caribou.

"What do you want?" she asked, aiming for steady, and ending up with something rather less intimidating.

"Your money would be a good start," the one who'd got her attention first said. She could see his face now, young and gangsta-tough. He spoke with a practiced drawl that was as affected as Dr. Horrible's evil laugh. Somehow, that made Penny less frightened. _You've faced down supervillains girl, _she told herself. _Don't embarrass yourself now! _

The would-be mugger wasn't finished though. "And then we can move on to the next item in the agenda." _Come on,_ Penny thought. _They're unarmed, you can outrun them— _Then Lead Tough Guy pulled a gun on her, and his thugs, on cue, produced nasty-looking knives. Penny's throat went dry.

Then, several things happened at once. Lead Tough Guy grabbed at her arm, and there was a sizzling noise and a flash of red light, and he slumped to the ground. Penny knew without looking that he was dead. The other two knew as well, and they tried to run, but the shooter was too quick. In a second, Penny was the only one standing, the bodies of her attackers lying on the ground like discarded ragdolls.

"Are you going to come out?" Penny called. Her voice barely trembled, which was something. She waited, feeling oddly detached. He stepped out from behind the corner of an abandoned mini-mart across the street, and walked over to her, still cradling the Death Ray in one gloved hand. Black gloves now, Penny realized. And his coat— She suddenly felt more frightened then she had when confronted by the armed muggers. The goggles where down over his eyes, and Penny was glad. She would have hated to see Billy's eyes watching her from Dr. Horrible's face.

"Are you alright?" he asked.

"Why did you have to kill them?" Anger was good, anger kept her from dissolving crying into the pavement.

"They were going to hurt you!" he pushed the goggles up impatiently.

"And you couldn't just knock them out? Don't tell me that thing doesn't have settings. Every half-decent laser gun has a stun setting." _And you're too big a geek not to keep to the time-honored rules of sci-fi, _Penny thought.

"They didn't deserve to live." She could tell he was willing her to understand the judgment on the sentence he'd already carried out. Penny really wished she couldn't see his eyes.

"I don't want to be a part of your world!" It was a seeming non sequitur, but he understood.

"Haven't you figured it out yet?" he asked, honest surprise washing over his face.

"Figured out what?"

"It's too late for that, Penny. Far too late."


	4. Stop Pretending

A/N And the plot thickens... Thanks, as always, to everyone who's commented, favorited and alerted! Special thanks to this story's magnificent beta, HyperCaz!

Dr. Horrible turned away from her, and Penny felt an embarrassing level of relief.

"Johnny?" he called, directing his voice towards an unseen person across the road. "Why don't you come out, and explain everything to Penny? It's not very nice to lurk, especially after you made me look after her." He turned back to Penny. "Have you met Johnny Snow?" Penny shook her head. "Heard of him?" Penny hadn't. "He's a superhero, well, superhero wanna-be. I heard he got promoted after the good Captain died. He probably didn't know at the time that his new job would be stalking."

"It's not stalking," came a new voice. A short, unremarkable man Penny assumed was Johnny Snow came out from behind the corner of the building across from where Dr. Horrible had been watching. "Stalking is what villains do. I'm _guarding_."

"Whatever."

"Hi." He shook Penny's hand, and Penny jumped. His skin was icy cold. "Sorry, gives people a bit of a shock. I'm Johnny, but you knew that already." He glared at Dr. Horrible. "That challenge still stands, you know."

"He thinks he's my nemesis," Dr. Horrible explained to Penny. "We've had this problem for ages. He never could figure out that I had a perfectly good nemesis already."

"Well, now you have a perfectly dead nemesis. Why can't I have a go?"

"I don't suppose that him already having one dead archenemy is any discouragement?" Penny asked. Both men looked blank. "Of course not. Why did I even ask?" Penny felt tired and sick. All she wanted was to go home, or maybe wake up and have the last three months all be a dream. No heroes, no villains, just her own plain, ordinarily life. If only. She caught sight of the three dead men again, and thought of something else. "Shouldn't we get out of here? What if the police come?"

"Good point," Johnny said, and Dr. Horrible raised a sardonic eyebrow at him.

"Scared of the police, Snow?"

"Anyway, I thought I was going to be told something important." Penny hated her own curiosity. It would be so easy to walk away now, but she just couldn't do it.

"Nothing I can say with The Enemy here," Johnny told her.

"_Fine._ I have a big day tomorrow anyway." Dr. Horrible hoisted his Death Ray on his shoulder, and smiled at Penny. For a second she could see Billy in the smile, and it almost broke her heart. "Good night Penny." He crossed the road, and melted in the shadows of the buildings. In seconds, he had vanished into the night.

"We should go back to your place," Johnny said, watching the spot in the darkness where Dr. Horrible had disappeared from view.

"I'm sorry!"

"It's not safe to talk out in the open."

Penny scoffed, but she did start walking. Mostly it was to get away from the dead bodies.

"If you're worried about your—house guest—it's alright, he knows everything." That made Penny stop.

"You mean, him coming to stay with me, that was all part of the 'plan'?" It was a shot in the dark, but Penny had good aim.

"Well, yeah. He hasn't said anything?"

"Anything about what?" Penny was really getting tired of everyone's games, not to mention everyone around her knowing more then she did.

"Anything about the Hero's Guild considering you for membership."

"What!"

"They—we—think you have great potential and possible unrealized powers." It sounded like a public relations spiel, and Penny didn't want to hear the rest.

"I'm going home," she told Johnny. "And you are _not_ going to follow me." And, to Penny's surprise, he didn't.

* * *

Captain Hammer was touchingly worried for her by the time she got back to the apartment. She didn't say much, just that she'd been held up at work. She didn't tell him about the muggers or about Dr. Horrible or about Johnny Snow. Penny needed time to think about everything that had been said, or hadn't. She went straight to bed, and fell asleep much quicker then she'd expected, but she woke up early, haunted by vivid nightmares that she couldn't remember well enough to describe.

She stumbled out of bed late, panicked, then remembered it was Saturday. Penny dressed still in a daze, and was hoping Hammer would let her have some of his coffee when she heard the morning news.

"—The Police say the charges where set sometime last night, but they did not explode until they where remotely detonated at exactly 8:00 this morning. The number of deaths and injuries are unknown, but the devastation is wide spread. There have been reports of looting in the city center---"

Hammer was on the couch in front of the TV. He looked up at her quickly when he saw her leaning against the door frame. "It's him. He's blown up the City Hall."

Penny should have wondered what he was doing walking around the city in his blood-red lab coat and carrying his Death Ray.

"This is when it all starts, isn't it?" Penny didn't know what she was saying, but she was positive it was true. She remembered what Johnny had said – 'possible unrealized powers'.

Hammer looked at her blankly. Penny went over to him, and sat down on the couch. Then on an impulse, she scooted over next to him, and leaned her head on his shoulder. Hammer put an arm around her, a gesture that for once was all about friendship and not just an affectation to make him look good. They stayed like that for a long while, while the news droned on, and the first figures for the death toll came in. It took Penny a while to notice she was crying.

They ended up eating cold cereal and coffee for breakfast. Penny knew she should say something about what had happened the night before, but she didn't even know where to start. Finally, she decided to just say something, anything.

"Do you know Johnny Snow?" she asked Hammer.

"Yeah. He's kinda lame. All he can do is make things cold." Penny didn't mention that Hammer had no superpowers at all now.

"I met him last night on my way home. Apparently he's been following me at the orders of the Heroes' Guild."

"What?"

"Did they tell you to come here?"

Hammer looked confused, which wasn't too unusual. He did look hurt though, and that was less common. "All they did was ask if I had someone I could stay with, like an ex-girlfriend…" He realized what he was saying a few seconds after Penny did.

"They set you up too. They didn't even have to make the subliminal message that subliminal."

"But why? What's the point?"

"It sounds like they think I could be a Hero, and they're trying to keep an eye on me."

"Well it makes sense." Hammer was actually thinking about it, which was slightly surprising. "Typically, if a girl attracts the attention of a superhero and a supervillain, they've got some kind of power of their own. And you weren't hurt at all when the building collapsed. I saw the reports." Penny glowered at the implications of his first argument, but decided to let it pass.

"That could have been luck. It all could have just been…luck." Though luck seemed like an odd word for it.

Hammer shrugged. "Maybe. But that's what Justice Joe's saying."

"Who's that? And you knew what they were saying before you came?"

"I picked stuff up." Penny didn't look convinced. "I took a course in espionage! There wasn't much it could teach me, of course."

"Of course."

"Anyway, Justice Joe is the deputy head of the Heroes' Guild. You really didn't know that?"

Penny sighed. "I never used to pay attention of the Guild and the League."

"Well, maybe you should have," Hammer told her. "Since we're stuck with both of them now." Penny remembered what Dr. Horrible had said the night before. Then she decided she was tired of being out of the loop.

She walked over to the table by the door and picked up her purse. "Come on," she told Captain Hammer. He stared at her.

"What are you doing?"

"We're going to go see him, this-- Justice Joe."

"We?"

"You need to get out of the house. Anyway, you need to tell me where to go." Penny grabbed his arm, and steered him to the door.


	5. Heroes Are Over With

A/N _Some of you might recognize Justice Joe from the Dr. Horrible origin comic. If you haven't read that, Justice Joe was the equivalent of Captain Hammer when Billy was a kid. His arch-nemisis was Mister Maniacal, a goggle-wearing mad scientist. Justice Joe's taunting Mister Maniacal by calling him "Einstein"--an insult leveled at Young Billy earlier in the story--was part of what inspired Billy to become a villain. When I wrote this chapter, all I'd read of the comic was the first few pages that the publishers had released as a trailer. If you've seen the whole thing, you'll know that it was revealed that after Justice Joe's brief appearance he was killed by his nemesis. Of course, this isn't a problem because Captain Hammer's resurrection clearly isn't a one off. They've been doing this for decades, if not centuries. Supposedly. : ) Anyway, enjoy!_

"This…is it?" The building wasn't what Penny had expected. When Captain Hammer had told her he was taking her to the Heroes' Guild headquarters, she'd expected something a little more—heroic. The headquarters were in a decaying office block with grungy brickwork and peeling linoleum in the lobby.

There was a bored-looking woman behind the front desk. When she saw Penny and Hammer, her look of apathy was replaced by something more like surprise with a sprinkling of distaste.

"Captain Hammer," she said. Of course, Penny realized. She would know him.

"Jessica." Hammer attempted his best smarmy leer, but Penny could see his heart wasn't in it. "Me and the little lady are here to see the boss."

"Do you have an appointment?" Jessica asked.

"What do you think?" Hammer asked, grinning.

"He's busy today," Jessica informed them. "You picked a bad time, Hammer, though that isn't surprising. What is surprising is that you're out on the streets not even a day after Dr. Horrible bombed the City Hall." Hammer's smile slipped. Penny took his hand, because it seemed like the right thing to do. The smile returned.

"All the more reason to talk to the boss." He leaned in conspiratorially. "We have new evidence in the case."

"Fine. You know where to go."

"Come on, Penny," Hammer muttered, and he led her over to the elevator. Penny looked back at the receptionist just in time to see her mouthing 'Penny?', a pensive stare replacing feigned disinterest.

"New evidence?" Penny asked Hammer once the elevator door closed.

"See, I told you. Espionage training."

"I think that was probably the _CSI_. Is she not going to tell him we're coming?"

"She probably already did. Jessica's psy-powered."

"Oh."

They took the elevator up to the top floor. The elevator was old and slow and rocked disconcertingly when it passed each floor.

"If the ELE headquarters is some mansion outside the city," Penny asked as the elevator made its creaky ascent, "why are the Heroes in a place like this?"

"No money," Hammer said shortly. "Heroism doesn't pay well." He paused for a moment, considering. "Well, unless you were me."

"But don't they have an office in the city center too?" The elevator stopped, the doors sliding open to reveal a large office, a desk, and the man sitting behind it.

"We did have," the man behind the desk said. He was a strongly built man in his early fifties, easily as tall as Hammer, and with steel-grey hair cut military short. In fact, Penny thought there was something very Hollywood-general about him. "We put all the funds into it as our public face, and then the ELE went and blew it up this morning. It was next door to the City Hall." He stood. "You must be Penny. I'm Joe."

"Hi." They shook hands.

"Hello Captain."

"JJ," Hammer said, nodding. 'JJ' didn't look happy with the nickname. He ignored Hammer, and turned back to Penny.

"So, Johnny told me about the little—altercation—that happened last night. He mentioned the ELE's newest member was showing a little more interest in your affairs then was strictly common." Joe gave Penny a practiced look of paternal worry.

"You saw him?" Hammer was shocked.

Penny didn't know what to say.

"Where you even going to tell me?" Hammer sounded surprisingly emotional. Penny bit her lip and didn't look at him.

"Well, I think Penny made the right choice in not telling you, Captain. The last thing the Guild needs right now is a powerless ex-superhero on a vendetta, especially one who's supposed to be dead." Joe sounded confident and self-assured, and just a little bit pompous. Hammer glowered at him, but didn't respond.

"Actually, I think it might be better if you let Penny and I talk alone for awhile," Joe continued. Hammer opened his mouth to say something that would be regretted later if Hammer was the sort to reflect on past conversations, but Joe cut him off. "You can help Jessica take phone calls." Captain Hammer shut his mouth, and walked back to the elevator. He paused for a second next to Penny.

"You don't have to agree to anything," he whispered in her ear. "Be careful." The elevator doors closed behind him, and he was gone.

"He talked about you a lot when he was recovering," Joe told Penny. "I should tell you that we've been keeping an eye on you for a while though. There are signs we look for, difficulty holding down a job or relationship, frequent relocations, acts of philanthropy, even difficult childhoods. I understand your parents died when you were young?"

"That's not really important, is it?" Penny shifted the purse strap on her shoulder. "And it's not what you want to talk about anyway."

Joe chuckled. "No, is isn't. I want to talk about Dr. Horrible." Penny had been expecting that.

"I don't really know anything about him."

"But you saw him last night, and Johnny said he'd been following you. He defended you. Strange behavior for a supervillain, don't you think?"

"I guess."

"It is, and that our villain would risk discovery and arrest to help you is interesting. Even knowing you had a hero protecting you, he still acted first." Joe's voice softened. "Captain Hammer told me you two were friends."

"We were. I didn't know though—about the evil thing—he was just a sweet, shy guy at the Laundromat…"

"Villains can be stealthy. Don't blame yourself. You couldn't have known. We can use this to our advantage though."

"What?"

"Dr. Horrible clearly has some sort of infatuation with you, which is dangerous for him, but useful for us." He smiled, and it reminded Penny of a wolf or big cat, all teeth and predatory malice. Penny was beginning to guess where he was going.

"You want me to spy on him."

"Yes." He hesitated. "It's not something we're asking you to do lightly. He is dangerous, and he now has the backing of the most diabolical group of people on this continent. Even if he might hesitate to hurt you, they wouldn't."

"You're asking me anyway though." Penny hadn't been expecting this, but she didn't know why it hadn't occurred to her. It seemed obvious now, really.

"You saw what happened this morning, and all the reports we've been getting say that was only the beginning. We're at war, Penny. I can call you Penny, can't I?"

Penny nodded.

"Thank you. It might not seem that way now, but I assure you, in a few months, we'll be looking back at our current circumstances like they where a pleasant dream. We need any advantage we can get, every weakness we can exploit, and you—"

"I think I see what you're getting at," Penny said slowly. It made perfect sense, but she wished it didn't.

"And of course, we'd make sure you where looked after, both during and after the…operation."

"After?"

Justice Joe treated Penny to a worried frown. "You do realize that the whole point of this is to insure Dr. Horrible is neutralized?"

Penny's gut lurched. "You mean…you want me to help you _kill_ him." He might be a villain, a murderer, but Penny didn't think killing was ever a solution. She wanted to save lives, not end them.

Joe backtracked fast. "No, of course not. Killing a villain's useless, they just come back."

Penny snorted. "Like Captain Hammer?"

He chuckled. "It doesn't usually work that well for them. There's a reason Dead Bowie's dead. But Penny—" He leaned in for emphasis, eyes meeting hers. "It would be self-defeating to get rid of Horrible permanently. He might be evil, but it's clear he has a brilliant mind. If we could convince him to change sides, if _you_ could convince him…"

Defeat Dr. Horrible and free sweet, awkward Billy-buddy? It would be more then she'd ever dared to hope for in the months following Captain Hammer's 'death'. _Good in everybody's heart… _ Was there still good in Dr. Horrible's?

Penny realized the hero was waiting for an answer, his eyes still locked with hers. She felt a little light-headed, her mouth was dry, and there was static in her ears. She knew what she should say, what answer she needed to give, but the cynical bit of her mind that had resisted all attempts at exorcism wasn't convinced. So many things could go wrong; it certainly didn't seem like a watertight plan.

She shook her head slightly, trying to clear it, and blinked hard. It worked well enough for her to go to the water cooler by the wall. The ceramic of the cistern was cool against her palm, and for a moment the only sound in the office was the _glug_ of resettling water. Penny drained the cup, then faced the hero again.

"I need time to think, to get…things…in order." Penny was thinking of Captain Hammer. She couldn't leave him to fend for himself while she did this. _If_ she did it.

Justice Joe leaned back in his chair. He didn't look overly pleased at her hesitancy. "We don't have long, Penny." _I can't believe you're procrastinating while people are dying out there, _his face said. "I'd need an answer by—tomorrow evening. At the latest. Other things need to be set in motion that rely on you being in place."

Penny didn't ask what they were. She guessed she wouldn't like them.

He stood, and offered a hand. Penny took it uncertainly. He led her over to the elevator. "It was a pleasure meeting you, Penny. I'm sure you'll make the right decision."

Was it Penny's imagination, or was there a subtle threat in his voice? She shivered as the doors closed, and the elevator started its shuddering decent. Whatever she chose, Dr. Horrible was right: it was far too late for her to turn back.


	6. We All Have A Choice

Hammer was waiting for her in the lobby. They didn't talk until they were back in Penny's apartment.

"What happened?" he asked. He hadn't looked happy when they left the Heroes' headquarters. Penny guessed he had been answering phones after all.

Penny hesitated. "They want me to spy on Dr. Horrible."

Captain Hammer flinched. "That's suicide!"

"Thanks for your support!"

He clutched at her arm like a drowning man. "Penny, he's dangerous. He killed me! There's nothing to stop him from doing the same to you."

"Except that he loves me." It was weird to say it, but Penny felt oddly relieved to have it out.

Hammer's hand dropped to his side.

"—Or maybe it's more of an obsession, I don't know, but I don't think he _could_ kill me." Penny hoped she was right. Really hoped. She knew she had to do this. It made sense, and if she could really make a difference, if she could save lives, if she could save _his_-- It wasn't just Justice Joe's insistence that she work for the Heroes, this felt _right_.

Penny had always wanted to change the world for the better, but deep down she'd known that she didn't have the influence or the money. She was always just a paycheck away from joining the homeless she was trying to help. She was a nobody, and she thought it'd always be that way, but now at least she had a _chance_.

Hammer had turned the TV on, and the familiar faces of the newscasters were reading a litany of the day's tragedies—over a hundred presumed dead in the city center, sporadic looting, the start of a riot that the police had quashed before it reached full strength--two more dead there.

"Hammer." Penny frowned at him. He was ignoring her, which she had learned was his way of dealing with things that bothered or confused him. "What'll you do?" He didn't answer. Penny left him sitting on the couch and went to make lunch.

* * *

She did hesitate to give her answer to the Heroes' Guild, waiting until the next morning to catch the bus to the headquarters. Penny had half-hoped she'd think of some way to talk herself out of it, but her sleepless night had just proved she really didn't have a choice at all.

There was another brief, guilty hope that Justice Joe had decided they didn't need her after all, but that was quickly disproved when he greeted her like she was planet Earth's last hope.

"I knew you'd come around," he told her, wearing a smug smile that Penny was starting to think was taught in a class taken by all Heroes. His tone made her want to snap back with something pithy and clever, but she couldn't think of any actual words, and she just wanted to get this over with.

"Do you know where he lives?" Joe asked, searching through the papers on his desk.

"I _did._ Didn't he move though?"

"That's right. He actually took over Captain Hammer's old house."

That made Penny shiver. Since she lived with him, it was hard to remember that Hammer had been horribly murdered not that long before. She shoved that train of thought to the back of her mind, and asked the question that had bothered her the most the night before.

"Where will Captain Hammer live now? He—doesn't like to leave the house."

"We'll take him in here. There's plenty of room."

Penny thought of asking why they couldn't have kept him from the beginning, but decided it wasn't worth it.

"So, you can find the house?" Joe asked. He'd found a slip of paper with the address on it.

Penny nodded. "What do I say?"

"I'm sure you think of something. Maybe you were too frightened to stay alone in the city?"

Penny nodded again. "I'd better be going then."

Joe smiled, and it almost seemed sincere. "Good luck." As the elevator doors closed Penny thought she heard the end of that sentence. "You'll need it."

* * *

Penny had never thought she'd go back to the house. It was a stuccoed monolith in an isolated, elite area of the city, complete with formidable security, palm-studded park-like grounds, and a bubbling pineapple fountain in the courtyard.

The gate was locked and looked like it might be booby trapped, so Penny didn't press her luck. There was an intercom, so she tried that, then listened to several minutes of static from the other end. Penny was just starting to think no one was home when there was a growling answer from the other end.

"Declare yourself!"

"Um." Penny hesitated, then realized she recognized the voice. "Moist?"

"Uh, yeah." The voice sounded far less intimidating now. "Who is this?"

"It's Penny. I wanted to see Bil—Dr. Horrible." She winced at her almost-slip.

"Ok." There was a buzz from the gate. "Come on in. I'll tell him you're here."

Moist opened the door before she could knock. The entrance hall looked much like it had when Captain Hammer lived there; Dr. Horrible clearly didn't put much focus into interior decorating.

"Hi," Penny said quickly. She couldn't remember the last time she felt so jittery—she'd gone from job-interview-nervous to wisdom-teeth-extraction-without-anesthetic nervous the moment the door opened.

"He's down in the lab. I tried to talk to him, but he wouldn't open the door. I don't know if he heard."

"Ok."

"It's good you're here, actually."

That surprised Penny. She'd been expecting to have to convince them not to throw her out. Moist led her down the hall, and down a small flight of stairs to the door to the basement. He gave her a thready smile, and went back upstairs, leaving Penny facing the blank door. She only hesitated for an instant.

"Billy?" She didn't know what else to call him.

There was a long pause, then the door was pulled open so suddenly that Penny almost fell into the room. He was staring at her with the startled, almost worshipful expression that Penny recognized from the first time she'd tried to talk to him at the Laundromat.

"Penny?!"

"Hi."

For a second Penny thought he was going to hug her, but he pulled himself together. "You shouldn't be here."

"I know." Penny readied the speech she'd prepared on the taxi ride over. "It's just that—"

"No, I mean it, you really shouldn't be here." He edged past her onto the bottom step, closing the door behind him. Penny caught a glimpse of the lab, shiny countertops, beakers filled with oddly colored substances, and some sort of fancy new ray gun before the door shut.

"Come on." They went back up the stairs. Billy was wearing his old white lab coat, and his goggles were pushed up on his forehead. He didn't look like Dr. Horrible to her in that outfit now, just Billy dressed up as a mad scientist. Penny didn't think that was a good sign.

At the top of the stairs Billy stopped at what looked suspiciously like an average circuit box, pulled open its door, and started messing with the distinctly un-average controls inside. "Moist let you in?" he asked.

Penny nodded, then realized he wasn't looking at her. "Yeah."

"And no on else saw you?"

"I don't think so." Penny was instantly reminded of bad horror movies, and wondered if she should have answered differently. "What are you doing?"

"Wiping the security cameras." He gave her a quick apologetic glance. "It'll look like you were never here."

"Oh. Ok…"

"How did you get here? The buses still aren't running, and you don't have a car—"

"I got a taxi."

Billy bit his lip. "That'll make it tricky. I can hardly call a taxi here…"

"Doc?" Moist stuck his head around the corner. "You've got ten minutes."

"Ten minutes?"

He was frowning at the circuit-box-thing. He closed the door, and walked back out into the hallway leaving Penny to trail behind. "Moist?"

The henchman was in the kitchen.

"Did anyone see Penny come in?" He turned to Penny. "You're timing is … The League is having a meeting here tonight."

Penny was starting to think she'd be fine walking back to her apartment.

Moist shrugged. "I don't think so. Everyone pretty much clears out when there's a meeting."

"Good move. Penny, they shouldn't be here for too long. It's vital you stay as quiet as you can. They can't know you're here.

Penny agreed with that.

"You can stay in the lab, that should be safe. Just…don't touch anything that can explode." He smiled, and Penny wanted it to be genuine, but right now she really couldn't tell. "I'm gonna change."

* * *

The lab wasn't as cold and dank as Penny had expected it to be. It was the only place she'd seen in the house that looked like someone actually lived there, with its tidy stacks of notes, and the bookshelf along one wall that's contents were an equal mix of science and science fiction.

There was a ridiculously large chair with weird upholstery that looked comfy. Penny curled up in it, conscious of just how tired she was. It had been a long day—scratch that, it had been a long three months. When would this end? Penny remembered what her life had been like before she'd met Billy and Captain Hammer—it seemed peaceful now instead of dull. Penny wondered if she could bear to go back to that now, even if she could.

She didn't realize she'd fallen asleep until a gloved hand touched her shoulder.

"Penny. They're gone." 

She opened her eyes, and flinched reflexively. He looked hurt behind the goggles and went over to the worktable, pulling off gloves and goggles, and unbuttoning his red lab coat. He was wearing a tee shirt and jeans underneath, and it was almost weird for Penny to see him in normal clothes again. _Another bad sign._

"How'd it go?" Penny grimaced. Bad question.

"You need to get out of the city." Billy perched on the arm of the chair. He looked much younger then he normally did, and he couldn't meet her eyes.

"Billy, why don't you tell me what's going on?" She touched his face gently. He finally looked her in the face.

"It's happening, Penny. The ELE are going to take over the world. And they're going to start tomorrow."


	7. There's No Recourse

Penny made tea. She didn't know what else to do. When she got back to the lab Billy was pacing and muttering, and Moist was perched on a stool by the counter.

Billy jumped when he saw her. "Penny!"

"Sit," she told him. He did, awkwardly, and Penny pressed a mug of tea into his hands. He stared at it in bewilderment.

"You drink it," Moist supplied. He grimaced at Penny. "Overwork."

"I'm sure villainy is very tiring," Penny said sweetly.

"It's going to get worse." Billy's face had taken on the bland, slack look Penny was beginning to dread. "That's why you're here, isn't it?"

Penny blinked. Did he know? _Calm down, how could he?_

"If you came here to be safe, I'm sorry but here isn't going to be better then where you were. The whole city will be leveled soon. Do you have any friends or relatives a very long way away?"

Penny didn't, but she had no interest in leaving, not now.

"What are we doing?" Moist asked. Water droplets were running down the legs of the stool and condensing in a puddle at his feet.

Billy set down the untouched mug and started pacing again. "The League's got a headquarters in the mountains. They expect me there day after tomorrow."

"And I'm coming with you?"

Rubber boots squeaked against the damp floor. "No. This is League members only, no henchmen."

Moist opened his mouth to protest, but Billy cut him off.

"—But that's fine, because I need you to take Penny and get as far away from here as you can. Apparently San Francisco's nice."

Moist was looking mutinous, but Penny was still processing the part of that statement that involved her.

"I'm not leaving," she said, surprising both of them.

"Penny—"

She needed to get back to the city. If she could warn the Heroes' Guild, surely there was still time to stop the ELE and save everyone. Captain Hammer would help—

"_Penny."_

She had to stay, even if it killed her. All of her life she had _run_. Away from her family when she was sixteen, her fiancé when she was twenty. When Captain Hammer had casually insulted her at the dedication of the homeless shelter, and in its aftermath, when she'd abandoned Billy when he most needed someone to pull him back from the edge. Penny wouldn't run away this time though. She _couldn't._

There was suddenly an arm around her shoulder, a careful half-hug. She hadn't even noticed Billy getting so close.

"Why don't we eat lunch?" His voice was very quiet. "We can talk after that."

For a moment Moist looked like he was going to say something, but a quick warning glance from Billy stopped him. Penny frowned.

"What are you up to?"

Billy looked affronted. "Nothing!" Penny decided to play along. Billy looked like hadn't eaten in days—maybe he would calm down once there was some food in him.

* * *

Lunch was awful. Apparently neither villain nor henchmen were cooks, because the extent of their abilities seemed to be re-heated lasagna from a box. Penny picked around the meat, and tried to look like she was enjoying it.

After a quiet and uncomfortable meal, Billy brought out desert. Penny stifled a smile when she saw it. Frozen yoghurt. Of course. It tasted a little off to her though, maybe a different brand? Billy didn't seem to be having a problem with his. Moist wasn't eating much, but that was easily accounted for— it looked like his hand was sticking to the chilled spoon

"How long have you been saving this?" Penny asked, only half joking.

"Something wrong with it?" He raised his eyebrows, challenging her.

"I guess not…" Something was very definitely wrong. Penny pushed her chair back and got up. She just needed a glass of water, then she'd be fine. Maybe the lasagna had been bad. Or maybe it was the yoghurt after all—

Billy caught her as she collapsed.

"What did you do?" Moist was asking. Penny could barely hear him, but he sounded upset.

"It should wear off in a few hours. She was going to be stubborn otherwise."

"Doc, no."

"You've got no choice!" Billy's voice was distant but triumphant. "The Heroes' Guild should be here in a few moments. I called them when I was getting the yoghurt, and told them they'd better show up soon if they wanted Penny back alive. You'd better get going."

"You're joking!"

"No, sorry. Come on." He bent down and whispered in Penny's ear. "I'm sorry."

She tried to open her eyes, and tell him exactly what she thought of his 'sorry', but it was too late. Everything was black and calm and completely quiet._ It's kind of peaceful_, was Penny's last conscious thought, then, nothing.

* * *

Penny woke up in pieces. The first thing she was aware of was a rattling noise, and a vibration all around her. Then she opened her eyes and saw that it was dark outside, and she was in the front seat of a car, held upright by the seatbelt. Moist was driving. She tried to say something, but only a mumbled 'urg' came out.

He glanced over at her. "Hi. How're you feeling?"

Penny swallowed a few times and tried again. "Where are we?"

"San Jose." He checked his watch. "12 hours exactly. He was right about something."

"Where is he?"

"Probably with the rest of the ELE by now. Are you sure you're OK?"

"Yeah. Why are you doing this?"

Moist sighed. "Look, you should get some sleep. I thought we could spend the night in San Francisco, get going again in the morning."

"Can I make a phone call?" Penny was trying to remember what her plan had been before Billy drugged her.

"To the Heroes' Guild? Yeah, I know." Penny was staring at him. "It was kind of obvious, with Johnny Snow following you and everything. It's too late for that, but you can try." He clumsily pulled out his cell phone and handed it to her. "Call away."

She took it, but hesitated. This was too easy. Then she shrugged and dialed then number Justice Joe had made her memorize if she needed to reach him.

"_I'm sorry, the number you dialed is no longer in service—" _

"Not going through?" Moist asked.

"…No…"

"It probably never worked. They wouldn't want anything that could be linked to them falling into ELE hands. If they had figured out you were a spy, the Heroes probably would have denied they ever met you."

"But you knew. And Billy…"

"He guessed. He's not stupid, even if he does love you."

"You said you were glad I had come—"

"He's been worried about you, and—" Moist hesitated and wiped his forehead with his sleeve. "I'm worried about him. He's changed, and I think he knows it, and it scares him."

"Billy wasn't prepared for Dr. Horrible taking over, was he?"

Moist looked confused. "I guess that's one way to put it."

The conversation died, and they drove on in silence. Penny kept almost falling asleep, then jerking herself awake. After a while Moist took an exit off the freeway, and pulled into the parking lot of a cheap chain motel.

"Can't go any further," he told Penny simply. He did look tired.

There were two suitcases in the back of the station wagon. Penny waited with them while Moist booked them rooms. Both were on the second floor, with Penny's a few doors down from Moist's. To her surprise, he handed her one of the suitcases with her keys, and after she locked the door and collapsed onto the bed she saw there was a tag attached to the handle that read _Penny_ in Billy's untidy scrawl. She decided she would see what was in it in the morning, and promptly fell asleep.

* * *

Penny felt much better and furiously angry the next morning. How dare he drug her and ship her halfway up the state? Was she supposed to realize that he was right, and she needed to get out of the city? And how was threatening his closest friend helping matters? Poor Moist. He had sounded as unwilling to leave LA as she had.

The suitcase was still lying where she'd left it, on its side at the foot of the bed. Penny heaved it onto the bed, and unzipped it. Billy had packed it with clothes that she thought at first where actually hers, then realized were all new. Everything was the right size as well. Of course they would be, Penny realized, remembering the times Billy helped her fold her clothes back at the Laundromat.

There was something else in there though, wrapped in a plastic bag. She pulled it out gingerly, then almost dropped it when she realized it was a small ray gun, a handbag-sized version of his Death Ray. She re-wrapped it quickly and buried it back under the bottommost pair of jeans.

There was knock at the door. Penny checked the peephole. It was Moist, weighed down with bags of take-out.

"Hi," he said. "Sleep ok?"

Penny nodded. "You?"

He shook his head. "Bad dreams."

She'd never thought of villains having nightmares before.

"Look, I know this isn't exactly—" He swallowed hard and tried again. "I know these aren't the… best circumstances, but Penny, I am sorry about this. It wasn't my idea. And I'm as stuck here as you."

"I know." Penny was distracted by the smell of bacon coming from one of the bags. And was that pancakes…?

"I just want you to know you're not a prisoner."

"Thanks. Can we eat?"

Moist grinned and handed her the bags, but for the rest of the morning, all Penny could think about was the Death Ray in her suitcase. She knew it was going to go off—they way things were heading it had to, sooner or later. All she could hope was that it wouldn't be aimed at one of her friends, but she wasn't even sure now who her friends were.


	8. The Dark is Everywhere

A/N _This one's a little short, sorry. The next chapter's about double-length though, so they even each other out! Also, there's a small (very small) reference to another fandom in this chapter. Did anyone get it? If not, I guess I'm just crazy. : ) Anyway, enjoy!_

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_

Penny was waiting for something to happen. They had been at the hotel for three days, three days of mindless boredom. Moist didn't seem to mind the tedium-- he'd sealed the TV remote in a plastic bag the first night, and had spent almost every waking moment since then in a sitcom-induced stupor on the couch.

Penny had tried the same tact, but she couldn't focus. In the end she'd started pacing, wearing a path in the carpet between door and kitchenette. She needed to leave, to get out of here. She'd tried convincing Moist she should take a turn getting groceries from the store down the road, but he was suspicious and stubborn, and probably rightly so.

If she could get out, Penny had no intentions of coming back. The only thing keeping her from slipping out the door and running for her life was that while Moist seemed amiable enough, he was an evil henchmen who probably had the tech and contacts to track her down in minutes.

So Penny waited. Moist had done something to the TV, and it now picked up the LA news stations and BBC 2, so she at least knew what was happening back in the city. No one had noticed Penny's disappearance, which wasn't a surprise. There was a tiny, quickly squashed mention of a skirmish between Dr. Horrible and the LAPD, which worried Penny until Moist assured her that if it had ended well for the police the story would been headline news instead of the equivalent of a blurb in the 911 log.

The ELE hadn't made their move yet, which seemed fine to Penny, but made Moist jumpy. "If they're waiting, that means it's big," he'd said when the second day passed without event. The sign they'd been waiting for came the next evening.

They had been watching the evening news, an act that was quickly becoming routine, when the picture on the TV jumped and pixelated, the sound cracking into static. Penny, halfway to the kitchen, froze. The image of the newscasters had resettled into a familiar form, all red coat and Machiavellian grin underneath dark goggles.

"_People of Los Angeles, please attend carefully_," Dr. Horrible said. He paused for a second to let the words sink in.

"_You've seen now what I'm capable of and just how much damage I can cause. That little display last week? Your puny provincial government was brought to its knees, your heroes humbled, the city thrown into chaos, and all it took was a day's planning and a few hours execution. You should have learned by now to take everything I say very seriously, and I'm saying it's going to get worse. Much worse. This is your warning—and there won't be another—because from now on, this city is at war. _

"_You won't know where I'm going to strike next. You won't know when—it could be tomorrow or six months from now, but I assure you it _is_ coming. Nothing will be the same again_." He paused and seemed to hesitate.

Penny glanced over at Moist, curious. He was white-faced and nervous sweat was beading on his forehead.

"He's insane," Moist croaked. Penny agreed, but kept quiet.

"_This city will soon be under the rule of the Evil League of Evil. Under _my_ rule. Perhaps now would be a good time to decide where your allegiance is going to lie_."

"_His_ rule?" Something about that didn't seem right to Penny.

"He's an idiot. He's saying he's going to take over the ELE."

"_What_?"

"It's practically suicide. He can't be doing this alone, some of the other League members must be backing him. There's no way he'd do something this stupid on his own." Moist gulped, looking slightly green. "I hope."

"_So, to my future dominion, good night_." Then screen went dark, and the news broadcast resumed a second later. Moist switched off the TV.

Penny sat down heavily on the couch. "That… wasn't what I was expecting."

"He's really in trouble now. We all are."

"_We_?"

"Look, if the League takes issue with him, and starts… asking questions, a lot of things are going to come out. I'm done for automatically, being his henchman, and you're not much better off. I guess we should head further north. Canada, maybe."

"And abandon Billy?"

"Billy's gone, Penny. I don't know what you saw, but I've known him a long time, and that wasn't your Billy. That wasn't even the Doc. Someone's pulling the strings here, and he's too far gone to even notice it."

"What are you saying?" Penny didn't like the way this conversation was going. "Like… mind control?"

Moist nodded. "It's not unheard of. My money's on Dead Bowie, there was always something weird about him."

"Then there really is nothing we can do." It was all for nothing. She might as well be back in her apartment.

"The ELE's probably already dealt with him," Moist agreed. He looked miserable.

Penny didn't know what to say. She didn't even know what to feel. Relieved her captor was dead? Heartbroken for the man she'd gotten so close to falling in love with? She should definitely be crying, either way, but at most she just felt—empty.

"Oh, fine!" Moist said suddenly.

Penny jumped. "What?"

"Just stop looking at me like that! I'll do what I can." He jumped up, stalked over to the bed, and started throwing shirts into his suitcase.

"What's going on?" Penny wondered if she'd missed part of the conversation.

"We don't have much time. We can fly down, it'll only take an hour."

"Sorry?"

"You didn't have to guilt-trip me, but you're right: he's my best friend, and what kind of a friendship would it be if I ran away the first time he's in real danger?"

Penny blinked. "You must have been feeling awful about it already if you thought I was guilt-tripping you."

Moist chuckled weakly. "Huh, yeah. Was I projecting again?"

"Definitely."

He stopped his frenzied packing, and looked at her. "You don't have to come. I know he hasn't exactly endeared himself to you over the last couple of days."

Penny had thought about that, but in much the same way she couldn't refuse the opportunity to reform Billy with the Heroes' Guild's help, she couldn't turn down helping Moist rescue him. If she really were a Hero, something she'd thought about at great length over the last few days, surely saving someone's life, and going up against the Evil League of Evil would be a good place to start?

She smiled, and tried to act less scared then she felt. "You can't get rid of me that easily."

That was when Captain Hammer blew the front door off its hinges.


	9. Just Eminent Danger

**A/N: **_Okay, I made a firm vow to myself when I started writing this that the whole thing was going to be Penny's POV. I even told people this. I wasn't lying when I said it, I promise! But then I was trying to figure out what was happening back in LA while Penny and Moist where in the City, and it got long, and complicated, and Vital Future Plot Points started to worm their way in... Anyway, let the flashbacks commence! _

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Four days earlier—

_The Hero:_

"I'm sorry, but there was nothing we could do." Justice Joe patted Captain Hammer's shoulder in a fake-conciliatory gesture that made Hammer want to bash his face in. He'd known it was a mistake, _he'd known it_, and now Penny was missing and probably dead at the hands of that arrogant, scheming, _evil_ little—

"She was gone by the time we got there, Dr. Horrible is apparently better informed then we thought. That or the girl was simply unable to deal with the stress of an undercover operation." He looked pensive. "Maybe I should have sent Elementia instead…"

"It wasn't Penny's fault," Hammer told him, fighting back anger. He tried to remember what the therapist had told him when he was recovering from being dead—"Visualize an ocean, calm and serene…" It hadn't worked then, and it hadn't become more effective with time. _Focus on Penny. She can't be dead; Horrible doesn't have the guts to kill her… _He was hoping very hard that was the case.

"Come now Captain, stay calm."

"Did he say she was dead?" Hammer had to know.

"Not once we arrived, but in his phone call Horrible told us that he'd kill her if we didn't get there quickly enough."

"Didn't you guys arrest him?" There had been a rumor in the news half an hour earlier, about a raid on Dr. Horrible's mansion by the police. Hammer had braved the streets and left for Guild headquarters immediately, but by the time he got there it was all over.

Joe didn't look happy Hammer had brought that up. "Briefly, but he didn't tell us anything, and he was only in our custody for an hour before he escaped."

Hammer snorted. Typical.

"If it's any comfort, I don't think she's dead. Dr. Horrible has a henchman, an odd, sweaty little man called 'Moist'. Our eyes and ears at the house reported him leaving five minutes after Horrible called us. It's possible the girl was in the car with him."

"You had someone watching the house?" Hammer wasn't the best plotter the world had ever seen, but the idea of something approaching a plan was slowly coagulating.

"Johnny Snow." Joe laughed softly. "He's not much use, but he's eager and relishes any chance to go against Dr. Horrible."

"Yeah. I should—go. See you later."

Hammer took the stairs instead of the elevator, going down two steps at a time. Johnny would be obligated to make some kind of report to Jessica down at the front office. With luck he'd still be there—

He was out of breath when he finally burst out into the lobby. Snow was leaving, and Hammer just had time to see a flash trim from his ridiculous jacket, before he was out the door and out of sight. Hammer took a deep breath, and ran across the lobby and out the door.

"Snow!"

Johnny stopped. "Captain Hammer?"

Hammer closed the distance between them, and tried to make of show of not gasping for breath. _You're _really_ out of shape, _the little voice at the back of his head that sounded suspiciously like Dr. Horrible said. _Is it too embarrassing for you to go to the gym?_

"Johnny," he said. "How would you like to become Dr. Horrible's nemesis?"

His reaction was not what Hammer had expected. "I thought I was already!"

Hammer blinked.

"Sorry, dude, but you were dead. Someone had to take over."

Dr. Horrible's ex-nemesis tried to figure out a comeback. "Well, then why aren't you defeating him?"

"I'm getting to that." There was a short, awkward pause. "How did you even get him to fight you?"

"_I_ never had a problem with that."

"Oh. Is that all you wanted to tell me?"

He turned like he was going to leave, but Hammer could tell he wasn't really going to walk away, not yet. He'd always flattered himself by thinking small-timers like Johnny looked up to him, and it looked like that actually might be the case.

"No. I'm going to defeat Dr. Horrible. I'm going to save Penny, and I'm going to take down the ELE. Do you want to help me?" It was a grand, Heroic speech, the kind Hammer had dreamed about in the days before Heroism became a fact of life. Johnny didn't look impressed.

"You save Penny, _I'll_ defeat Dr. Horrible. We can split the ELE."

Hammer shrugged. "Sounds fine to me."

_The Nemesis:_

Johnny Snow tried to sound nonchalant, but he could barely believe what the ex-hero had said. A real chance at confronting Dr. Horrible? It was what he'd been waiting for. And he'd have the villain's old nemesis at his side to show Johnny the ropes. A day that had started out very unpromising was now looking considerably brighter.

Johnny quickly told Hammer what he'd seen, Penny arriving in the taxi, the henchmen leaving in a battered car later that afternoon, the police arriving a few minutes later. The Heroes had told him later about the threat against Penny, and Johnny had been genuinely sorry he hadn't been able to help her. He'd grown attached to her in the months he'd been acting as guardian angel, and he'd even hoped that he could be some kind of sponsor for her once she was in the Guild. Now he guessed that the chances of getting her back alive were little to nil, but he didn't tell Captain Hammer that. Let the failed superhero have his hope; it was pretty much all he had left.

One benefit of Johnny's powers was that they didn't need air-conditioning, which was good because his car didn't have any. They were driving north, after a quick visit to an associate of Dr. Horrible's henchman--optimistically called the Pink Pummeler--had revealed that said henchmen had stopped by an hour before, and asked how to get on Highway 1 northbound. After that it was just guesswork.

They searched every town they passed through, though not very thoroughly. They'd drive down the main streets looking for the old white station wagon that Johnny had seen leave the mansion, and call the town a loss after a few blocks. Both knew they'd never find them like that, but neither could think of any better plan.

They ended up veering east toward Sacramento, drawn by a report on the Heroes' Guild website about a redheaded woman found murdered there. They were halfway to the capital when the phone call came.

Johnny answered. He and Hammer were at a dusty truck-driver's diner just off the highway. They'd been driving for three days, and Johnny was exhausted, and as close to over heated as he could get. He'd even taken off his parka.

"Hello?" He hadn't recognized the number, and was mentally preparing to do battle with a telemarketer, but the voice that answered didn't sound like any telemarketer he'd ever heard before.

"Snow, you're going the wrong way," said a woman's voice. She sounded cool and educated, with a hint of a British accent. "You won't find what you're looking for here."

"I'm sorry, who is this?"

"You don't know me, but I'm the one who's going to help you find your needle in a haystack. It's in San Francisco—I can give you the address."

"_Napkin,_" Johnny mouthed at Hammer, who frowned. Johnny rolled his eyes and snatched one out of the holder, then scrabbled for a pen.

"Ready?"

"Shoot."

She gave Johnny the address of a hotel, and the room number where Penny would be found. It was too incredible to be real, but Johnny was getting desperate.

"Who are you again?" he asked when she was finished.

The woman's answering laugh was soft and not particularly kind. "I'd tell you my name is not important, but that would be cliché. Suffice it to say that I am someone with knowledge of many things, and an interest in putting history on its proper course. Things have happened that should not have, and I would like to see that rectified. No doubt you will hear from me again." The line went dead.

"Well?" Captain Hammer demanded.

"That was… weird, but I think we should listen to her."

"What about the dead girl?"

"Would you rather go identify a body or track her down alive?"

"Good point."

They reached the city in the evening, and found the hotel without incident.

"That's it! That's his car!" Johnny parked next to it, and jumped out. The room numbers the woman had given him were on the second floor; he and Hammer climbed the stairs as quickly and stealthily as they could.

"Should we knock?" Johnny whispered when they reached the door.

Hammer answered by kicking the door in.

_The Villain:_

After he helped Moist get Penny into the car, Billy went back to his lab and found his coat and goggles. When the police and superheroes arrived a few minutes later, it was Dr. Horrible who answered the door.

"You can look all you want, she's not here," he said as calmly as he could with a dozen guns nervously pointed at his head. "You were too late." He thought about emphasizing his point with an evil laugh, but decided against it.

"You're coming with us," the Hero who seemed to be in charge said, grabbing Billy by the shoulder, and pushing him towards the cars.

He didn't resist when they cuffed him, and shoved him into the back of one of the police cars. Penny was gone, that was the important thing, and the longer he could provide a distraction, the further Moist could get before they went after him.

Billy wasn't sure where they took him. The normal places were out of the question due to their being blown up the day before. He hadn't even been able to get a good look at the outside of the building before he was hustled inside, though that might partly have been the goggles. They looked cool, but were murder on peripheral vision, and the tented lenses made visibility limited at best.

He ended up in what looked like a police interview room, complete with one-way mirror, and a paint job in that particular shade of sickly green that was a staple in all cop shows. There were additions to the room though that hinted that most of the prisoners brought there weren't in for shoplifting. The room was a fortress designed to keep in the strongest and most evil interviewee. Billy tried to look unthreatening.

"Have a seat," the Hero who'd brought him in said.

Billy sat warily.

"Dr. Horrible."

"Wingspan." Billy supposed the Hero was going for anonymity since he hadn't given a name, but the giant wings sprouting from his back kind of gave him away.

"That was odd, calling in the Guild. Not the way I would expect a high-ranking member of the ELE to act. There wasn't even a trap."

"How do you know that? Maybe I was the trap." Billy leaned back the uncomfortable chair as well as he could with his hands still cuffed behind him. This was not going to end well.

Wingspan ruffled his feathers, and Billy was suddenly reminded of a grumpy chicken. The comparison made him laugh, which probably wasn't the best idea. In a second Wingspan was around the table and had Billy in a headlock, pulling out him up out of his chair. Billy who had far more experience with choking then he would have liked, went limp.

"You think this is funny?" the Hero asked. "Well it'll be real funny if we find that girl dead."

"Special to you, is she?" Billy gasped.

"You little—" Wingspan dropped him, and strode over to the door. "I'll be back," he promised, then he was gone and the door was slamming shut behind him.

Billy breathed deeply, half a sigh of relief, half just trying to re-oxygenate his lungs. That had been _close_. His hands unclenched around the keycard he'd lifted from Wingspan while the Hero had been busy throttling him. It took a few tries, and he almost dropped the card more than once, but then he was free. Well, sort of. He tried the door next. It was locked, of course, and the key didn't work on it.

The problem was, Billy had no idea how to break out of a room like this. He'd never had to. That was the ironic thing: apart from the 'evil supervillain' title he'd gained, his criminal record was clear. Captain Hammer could have arrested him several dozen times, but he'd always opted to just beat him up instead. Billy had thought that a fair bargain at the time, but here he was, stuck like a rat in a cage, wishing he had more practical experience with jail breaking.

He looked for ventilation ducts, without any real hope, and tried picking the lock on the door, also to no avail. He'd just decided to wait and see what happened when the lock clicked, and the door swung open.

Billy tensed himself to fight or run, but the policeman outside the door didn't look like a threat. In fact, there was something about him that seemed…weird.

"Follow me," he said, and there was definitely no one home. He turned and walked back down the hall. Billy followed.

The end of the hall was blocked by a fire door. The policeman pushed it open, oblivious to the sudden alarms that made Billy jump.

"Go."

Billy went, darting out the fire door and across the empty parking lot. He still wasn't sure where he was, but his most pressing concern was getting away, which he did, with style.

Dead Bowie was waiting for him at the street corner, his scarf glinting in the dim light.

"Dr. Horrible, I see you are with us once again," he drawled.

"Bowie. Were you behind that?"

"Of course. Why take the effort when you can brainwash someone into doing it for you?" Bowie was baiting him, and Billy knew it. Bowie's—talents—had always made Billy uncomfortable.

"Maybe now you can help me. I've got this little _plan _I've been working on, one that could use your brains and ambition. We'd love it if you'd join us."

Billy saw Tie-Die and Fury Leika were there too, standing in the shadows.

Dead Bowie met his eyes. "You _will_ help us, won't you?"

And suddenly Billy wanted to help them very, very much.


	10. Some Kind of Harmony

**A/N: **_And we're back in San Francisco! Thanks as always to HyperCaz, this story's awesome beta, and also a huge thank you to everyone who's commented, favorited, and alerted over the last few chapters. I love hearing from you and knowing that people are still enjoying this! : ) _

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Penny didn't realize it was Captain Hammer breaking the door down at first. That realization came a few seconds later when someone roughly the size of a tow truck slammed into her, pulled her into a rib-shattering hug, and shouted, "Penny! You're alive!" right into her ear. It took a few moments for her to disentangle herself.

"I _was_," she gasped.

"Oh, sorry." He stepped back.

Moist was staring at them. "Penny, is that _Captain Hammer?_"

"Silence," the short young man that Penny recognized as Johnny Snow said. "You have no right to address her!" He grinned at Penny. "Glad you're alright. Had us scared for a while."

"What are you doing here?"

"We're…rescuing you," he said it like it was obvious.

"We can go over that later," Captain Hammer informed them. "Come on, Penny, let's get out of here."

"Um, wait?" Penny slipped out from under the arm Hammer had thrown around her shoulders, but he didn't seem to notice. He was looking between her, Moist, and the hastily packed suitcases.

"Were you leaving?"

"You guys haven't seen the news?" Moist was incredulous.

"Should we have?" Hammer asked bluntly. There was a short pause were Moist tried to communicate psychically with Penny, and she stared at him in confusion. Finally, Johnny broke the moment by fumbling with the baggy-encased remote and switching the TV back on.

"—And to think that only a few months ago," the Newswoman was saying, "no one had even heard of Dr. Horrible."

"Sad times," the anchor agreed. "Following his shocking hijacking of the airwaves earlier today, Dr. Horrible stormed the city's temporary headquarters and held the Mayor, Deputy Mayor, and assorted clerical staff hostage for fourty-five minutes before disappearing without even collecting the ransom money."

"All those in the building escaped unharmed, but the Mayor is currently receiving psychiatric care due to mental trauma."

"And they're not going to show us what he said?" Hammer looked as worried as Penny had ever seen him.

"Yes they are, look." Penny gestured towards the TV. They were showing Billy's proclamation again, and Penny wondered how many times they would air it over the next few days.

They watched the clip in silence. Penny had seen enough five seconds in, and watched the faces of the men instead. Moist was worried, and trying not to let it show. Johnny seemed excited, almost eager, and Captain Hammer was frowning, staring at the TV like he couldn't believe what he was watching.

"What's wrong with him?" he asked when it was over.

"Who cares?" said Johnny. "The guy's obviously snapped. We've got the element of surprise though—if we move fast we can still bring him in!"

"Element of surprise?" Penny winced at the scathing edge in Moist's voice. "We're half a state away, unarmed, and would have to take on the ELE to get to him. Not to mention that every half-rate Hero in the West is going to try and take him out, and did I mention we're half a state away? California's _long_, in case you didn't know that."

"We've still got the advantage," Johnny insisted. "We've got a secret weapon."

"A _secret weapon_?"

Johnny grinned. "We've got Penny."

Penny thought this had gone far enough. "Ok, hold on. I'm _not_ a secret weapon. I'm not even a weapon. I'm just…me."

"You've got a point," Hammer told Johnny. "With three Heroes, we might stand a chance." He favored Penny to one of his most blinding smiles. "And you're perfect just as you are."

"Um, thanks, I think, but actually, if we have a secret weapon, it's Moist, since he actually knows what we're getting into."

Everyone turned to look at the quietly sweating Henchman. "Ok, this is what we've got to do," he said, taking advantage of the sudden attention. "Firstly, we've got to find Bil-Dr. Horrible. Then we've got to find out which League members are working with him—or controlling him, whatever it turns out to be. Then we get him out any way we can—kidnap him if necessary—and get the hell out of LA."

There was a short silence. "_That's_ your plan?" Hammer asked. "Even I could come up with a better plan than that."

"Like what?"

"Um, we find where he is, introduce anyone in the way to the fury of the Hammer—"

Penny snickered.

"These hammers," he clarified, holding up his fists, " and save the day. Easy."

"So, basically, what he just said," Johnny said slowly.

"No! My plan is nothing like his, it's completely—yeah, I guess it is."

It took another half hour to reach a decision, and in the end, the plan was essentially the same as Moist and Penny's original scheme. Four hours later, they landed in LAX. Everything was going according to plan.

Penny glanced over her shoulder as they hurried down the airport concourse. She and Captain Hammer were together, and if she turned her head just a little she could see Moist and Johnny Snow walking as far apart as possible and about 20 feet behind her. Hammer had an arm around her waist, and to her surprise Penny didn't mind. She felt more jumpy then she had since—well, since she'd first arrived at Billy's, and it was comforting to have a solid mass like Captain Hammer at her side. It was sort of like having a portable brick wall with sentimental value.

People were scared, and there weren't as many as Penny would have expected. She could see them eyeing the black-clad security with their semi-automatics and trying to pretend everything was normal. Every so often over-loud laughter echoed off the ceilings, only for it to be quickly hushed. Penny hated it. She wanted to get as far from there as possible, out of the almost empty airport that was quickly becoming oddly claustrophobic and away from the edgy guards with their large guns, but it was probably no better outside. She shivered.

"You ok?" Hammer was looking around too.

"Fine. Do you see anything?"

"Nothing. Almost wish I did."

Penny looked up, shocked. "Why?"

He shrugged. "It would feel more normal if I could punch someone."

Several lectures and accompanying statistics about the destructive nature of violence came to mind, but Penny decided it would be best if she didn't voice them. The brief conversation gave up and died.

They were almost out of the airport. Hammer leaned over to whisper in Penny's ear. "I think we should find you a gun."

"No!" She said it quietly, but with as much force as she could manage. What was it with the men in her life trying to give her firearms?

He pouted. "You'd be safer."

"_No._"

"Fine," he muttered.

The doors were flanked by nervous a pair of nervous National Guard, but they didn't seem to recognize Captain Hammer. Penny relaxed slightly as they left the airport, glancing back to make sure Moist and Johnny had made it out. They weren't there.

She stopped and scanned the tangle of luggage and taxies by the exit. _Nothing._ They'd been right behind them, and while Penny could imagine Moist blending into the crowd, Johnny was still wearing that intrinsically obvious parka.

"What?" Hammer had stopped too.

"They're gone," she said quietly.

He frowned gallantly. "No, they can't be. They probably just had to use the bathroom or something."

"They were right there," Penny hissed.

"Well—" His frown deepened. "Stay here," he told her, then strode back through the doors.

Penny sighed.

"It must make you angry, him telling you what to do when you're just as capable," a quite voice said from behind her.

Penny whirled around.

"You know he means well, but there's a sort of latent misogyny there too, and you still haven't forgiven him from using you." The speaker was a woman in her late thirties with dark hair and an aristocratic face that went seamlessly with her formal British accent.

"And you are?" Penny was trying not to sound shocked, but she wasn't sure if it had worked.

"Billy calls me 'Hourglass'," the woman said. "It works as well as anything."

Penny went from surprised to suspicious. "You know Billy?"

"We're acquaintances. I do, however, have an interest in keeping him alive, and that's why I'm talking to you. We can't talk here though. I have a car waiting, would you like to--?"

Penny glanced back towards the doors; Hammer was out of sight.

"It's too late for them. The ELE has already acted. They would have taken you as well, but my presence is some small protection."

"But—"

"Come with me, and I'll tell you how to rescue them. You're going to save the world Penny, I know it." Hourglass smiled.

Penny didn't want to believe her. Hammer would come out any minute now, and Moist and Johnny would have just ducked into the bathroom after all. Their carefully designed plan would still work. _Everything was going so well._

"Ten minutes, that's all it'll take," Hourglass said. "Then you can decide if you want to listen to the rest."

Captain Hammer wasn't coming back. Moist and Johnny were gone. Billy's life was in danger, and for all Penny knew he could already be dead. She wanted _answers._

"Ten minutes," she told Hourglass.


	11. It's Not Enough To Bash In Heads

**A/N: Ohh, exposition! Thrilling! Don't worry, it doesn't last long. Enjoy! : ) **

* * *

"Alright, this is what I know," Hourglass said. They were in the back seat of Hourglass's car, and Penny was beginning to question the wisdom in agreeing to hear the other woman out. "There is a faction of the ELE who have grown discontented with Bad Horse's regime. They convinced Billy to help them, which was _not_ part of the plan."

"There's a plan?"

"There's _always_ a plan. The trick is to be on the deciding side. Anyway, _their_ plan is to start an internal rebellion against Bad Horse. There's more to the ELE then the chief members that get all the attention, and to control even a fraction of those minor villains and henchmen would give you enormous power. However, Bad Horse has been the head of the ELE for over sixty years, and he can summarily crush the leaders of any revolt. Billy's group is clever though. They're setting _him_ up as their contender for the new head of the ELE, so when Bad Horse finds out, he'll serve as a distraction so they can act."

"He's a decoy."

"That's right. Now, that newscast this morning was enough to get Bad Horse's attention. Luckily, Billy gained some favor with him after that incident with the City Hall, so we have a little time. I need you to go to his house. In his lab there's an invention he was working on. You need to find that and bring it to him."

"And why can't you do that?" Penny was increasingly hesitant. This felt like a setup, and she was tired of fighting her way through circumstances she'd been thrown into. If she could really help Billy, that was one thing, but Hourglass had admitted to having a 'plan', and seemed to have no problems with playing everyone around her.

"Oh, I'm just an observer. I can tell people what they need to do, put them on the right track, but I can't physically interfere. That would break The Rules."

Penny frowned.

"People assume I can see the future, but it's not that simple. I can see timelines, what happens if this action is taken, if that person dies or lives. This--" She waved her hand vaguely. "--isn't what is supposed to happen. Sometimes the timelines are right, following history like they should. Sometimes they aren't. I try and keep them on the proper course."

This was starting to be too much information. Penny decided to ignore it for the present. "This invention—what does it look like?"

"It's a ray gun, apart from that I don't know. You'll have to use your instincts."

Penny nodded. This was _so_ going to end badly.

"There should be guards outside, the Heroes' Guild is still watching the house. They should let you in without a problem."

Penny started to get out of the car, but Hourglass called her back. "And you will want to get out of the city in the next twenty four hours, Penny. This time tomorrow, the city will be gone. You'll want to be as far away as possible."

"I'll keep that in mind," Penny said faintly.

For a second time, she took a taxi to the house. The gates were closed when she got there, and were guarded by both police and the Heroes' scarlet-clad security force. Penny wondered if they realized how obvious they looked, then decided that Heroes probably didn't need subtlety. They let her in without issue, just like Hourglass had said they would. Penny's shoe rasped on the gravel, and she looked down. The ground was scorched, and she remembered the suspicious wiring woven around the gates the first time she'd come.

"Justice Joe's in the office," one of them called as she passed. Penny nodded and went in.

The house was cool and quiet. She hesitated in the hall, torn between going straight to the lab, and confronting Joe. She thought she knew what she was looking for—Billy had been working on a complicated-looking ray gun last time, and Penny guessed that was what she needed to take. She'd worry about the hero later: the taxi was still outside, it'd only take a minute to grab it and get out-

"Hello Penny."

Justice Joe was unfairly quiet for such a tall man.

"Hi…" she said.

He was smiling broadly. "Bit of a surprise to see you back here. We all assumed you were dead."

"I could have been. The number you gave me didn't work."

Joe looked horrified. "It didn't? Oh, Penny, I'm so sorry. If anything had happened to you, and I wasn't able to help—"

"Don't bother." Why had she ever wanted to help this man? He had seemed charismatic and charming the first time she'd met him; now he was just shallow and controlling. "I was just a distraction, wasn't I? Collateral." She spat the word out.

"No, of course not!" He reached out to put his hand on Penny's shoulder, and she flinched back. "You're important to us. And we still need you, now more then ever. Horrible's becoming more powerful, but you can still save him. Don't you want to save him?"

Penny finally understood. All the pretty words, the insidious tone that twined through her mind and tweaked her thoughts into the desired path—it was all _lies._

"I never could save him, could I?" she mused. "He's what he is. He's made his choice." She turned away from the Hero, and started to walk deeper into the house towards the lab, fingertips trailing along the wall because right now it seemed like the only solid thing around her.

She could here Joe following her, but she ignored him. "Penny—"

The lab door was locked, but it didn't look like anyone had tried to open it. Perhaps they were worried they'd get the same reaction as when they opened the gates. There was a keypad on the door with numbers and letters. She hesitated, wondering if it would be that easy, then typed in her name. There was a muffled click as the door unlocked.

She switched on the light and went over to the worktable. She recognized some of the things Billy had been working on. The Death Ray had been thrown haphazardly onto a pile of what looked like clock cogs, and the Freeze Ray was on a stand along the wall. In the middle of the table was his newest project.

Penny thought it looked a bit like the Freeze Ray, with its long, tubular form and its gleaming sliver finish. There was a piece of masking tape on its barrel, but the writing had been scribbled out with a felt-tip pen, and was unreadable. Penny picked it up carefully. It wasn't as heavy as it looked, but the size was awkward, and she had to shift her grip slightly so she could tuck it under her arm.

"Penny, what are you doing?" Joe was standing in the doorway. She ignored him, and started shifting through the papers on the table with her free hand. They were mostly plans, complex equations, and illegibly scrawled notes. There were more papers on the computer desk by the adjoining wall. Penny looked through them quickly. She didn't know what she was hoping to find—a journal, a letter, something personal that would tell her if she was doing the right thing.

There was something hard and wooden in the paper. She eased out a picture frame that had been buried face-down in the detritus on the desk. Penny turned it over. The picture was a bland stock photo of a field of daffodils, and it was so completely innocuous that Penny couldn't help but wonder why he'd hidden it.

She turned it back over, and was about to replace it under the pile when she saw that the cardboard backing was scuffed, like it had been taken out frequently. Penny pried the brads up with her fingernail, and pulled up the cardboard. There were two pictures in the frame, one on top of the other. She turned over the hidden picture, and smiled.

He must have taken the photo months ago, before they'd even met. Penny remembered reading that book. It was clearly a stalker shot: there was an unfocused leaf covering the top of her head, and she was looking off somewhere into to the middle distance. It _was_ a little creepy, but still… She closed up the picture frame, settling it back onto the desk, and turned to leave. Justice Joe was still in the doorway.

"Are you sure you know what you're doing?" he asked. He stepped down into the lab and walked over to her. Penny shrank back against the desk, fingers scrabbling in the paper. "Because I can't let you do this, and I really don't want to have to stop you." He sounded genuinely sorry, but she didn't believe him for a moment.

"Billy made his choice," Penny said. Then she hit him over the head with the picture frame as hard as she could, wood and glass shattering and splitting. "And I've made mine." Then she ran out the door and up the stairs, ignoring the Hero's animal howl, holding onto the precious invention in her arms as tightly as she dared, because she knew what it was now. It was hope.


	12. This World is Going to Burn

Penny's heart didn't stop pounding until she was back in the cab and a mile away from the house. None of the guards had known to stop her, Justice Joe hadn't followed, and she had what she'd come for. She wondered if the picture frame had even scratched Joe-- she'd put as much force behind it as she could, but he _was_ a Hero. He probably had invulnerability or something. Penny had always thought of her self as non-violent, but it had felt illicitly satisfying to hit him.

Hourglass had said to call her once she had Billy's latest ray-thing. The phone picked up after a single ring.

"Everything go well?"

Penny told her what had happened, editing out things she didn't think were relevant, which ended up cutting her story in half.

"Good. Now listen carefully--"

Hourglass gave her directions to the ELE HQ in the mountains. Penny did wonder briefly how she would get all the way up there, but Hourglass assured her that if she got to the outskirts of the property the ELE would find her. Penny didn't find this completely reassuring, but she'd been promised it would work, and she couldn't see any other way.

The taxi only took her as far as the head of the winding dirt road that went up into the hills above the city. Penny gave the taxi driver all the money she had, and tried to tell him to stay out of town, but he looked at her like she was speaking gibberish and sped off as soon as she'd paid, leaving Penny in a cloud of red dust.

She started walking.

She'd at least thought to bring water, but she hadn't known how much she'd need, so Penny had only bought a small bottle that lasted her all of an hour. The Ray was in a black trash bag that she'd slung over her shoulder where it jostled with the backpack that she'd hastily packed from her luggage. Her feet hurt after five minutes, and she didn't have a hat. Penny was immensely relieved two hours later when the ELE finally arrived.

She recognized the villainess who found her as Snake Bite—she'd claimed responsibility a few years back for the release of all the poisonous reptiles at the zoo into a school group.

"What are you doing here, little girl?"

Penny set down the trash bag slowly and held up her hands. "I'm here to see Dr. Horrible." There was an uncomfortable moment.

"And why?"

"Um, I'm his henchman—henchwoman," Penny stammered, then remembered what Billy had said to Moist-- _"No henchmen."_ Oops.

"Come," the villainess said after a moment. She gestured towards the ATV she'd arrived in with the nasty-looking gun she'd been pointing at Penny for the whole exchange. Penny picked up the bag again and climbed in, expecting to be shot in the back at any moment and feeling only slightly relieved when Snake Bite got in beside her and leaned the gun against the seat.

It was almost dark by the time they stopped. It didn't look like much—a broken-down farmhouse set against a cliff, a windmill with most of its blades broken off that creaked ominously in the still air. There were corrals too, the railings split and weathered, and a barn whose rusted roof had fallen in long before, weeds twining up rafters broken like shattered ribs.

Penny looked up as they drove through the remains of a gate with a sign hanging above it. The lettering was almost obliterated, and Penny could only barely read it in the dim light: "Twin Feathers Ranch".

Snake Bite parked the ATV in a shed by the house, and motioned for her to get down first. She did go ahead of her for a moment to unlock the front door, but kept Penny firmly in front of her as they went in. Penny was slightly flattered that she was considered such a threat.

It was a short walk down the dark hall to the trap door to the cellar. Penny almost tripped going down the steps in the dark, but the unmistakable feel of a gun barrel at her back was an incentive to keep her balance. She kept walking, one hand stretched out in front of her.

She'd counted ten paces when her fingers touched cold metal. There was a shift in the air beside her, and the door swung open silently.

It took Penny's eyes a moment to adjust, a moment they didn't have because Snake Bite wanted her to start walking again. The dirt and rotten wood under her feet and around her had become concrete, and florescent tubes crackled and flickered along the ceiling. Penny took deep breaths and tried not to feel claustrophobic. It was a good-sized hallway, maybe six feet wide and twice that tall, but the air was dank and it had the feeling of being far, far underground. She guessed they were underneath the cliff.

There were doors in the passage every twenty feet or so, but Snake Bite ignored them. Penny had counted five doors on each side when they reached the end of the hall. There was a double door made of carved wood that looked oddly archaic and sentimental in its industrial, expressionless surroundings.

Penny glanced back at the villainess, who rolled her eyes and nodded. She reached up knock but Snake Bite hissed, "Just go in!"

It looked like a boardroom, long dark table, leather backed chairs, wooden paneling. There were even roll-up shades hanging from on the far wall, though Penny couldn't see what use they'd be underground. Bad Horse stood at the head of the far head of the table; the six members of the highest echelon of the ELE sat in chairs along the table's long sides, along with an empty chair she assumed was Snake Bite's.

Eight of the world's most evil Supervillains, and they were all staring at her.

She recognized all of them, matching faces and costumes to terrible crimes and horrifying reputations. She suddenly found herself noticing pointless things like how well the spots of color like Fake Thomas Jefferson's sash, Dead Bowie's scarf, and the bright crimson of Dr. Horrible's lab coat showed up in the darkened room.

"This one claim's she's yours," Snake Bite hissed to Dr. Horrible, giving Penny a shove towards him.

Dr. Horrible sighed. "Ladies, gentlemen, would you excuse me?"

Bad Horse's answering whinny was comparatively quiet, but it still echoed deafeningly.

"Thank you," Dr. Horrible rose and steered Penny out the door, back down the hall, and through one of the doors. It led onto another, much smaller passage that ended in what she assumed was his lab.

"I'm starting to get tired of you turning up," he told her, shutting the door behind them.

"I brought you this—" She held out the trash bag. He didn't even look at it. He had his back to her, fiddling with something on his worktable. It was much more tidy then the one back at the house, which was somehow disturbing.

"Look, I'm sorry I came back, but I didn't want to leave in the first place—" She laughed weakly, trying to break his awful silence.

He turned to face her, and his expression made her breath catch. She'd never seen him look at her like that before, a mix of cold disinterest and distaste. He was looking at her like she was a stranger, like he'd kill her in an instant if it wouldn't be more trouble then it was worth to clean her up later.

"I'm trying to _work_ here, Penny," he told her.

"Billy—"

"Don't call me that." He said it matter-of-factly, the voice of someone who knew that whatever he said would be obeyed instantly.

Penny took a step closer to him, even though that was the last thing she wanted to do, and reached out towards his face. He hit her hand away.

"You must be tired," he said in the same impersonal voice. "You can have my bed; I need to work tonight."

There were multiple implications and angles to that which Penny wasn't comfortable with, but her feet were _killing_ her. She didn't change into her nightclothes though, only pausing to kick off her shoes before she collapsed onto the bed. She fell asleep quickly, but she didn't sleep well. She hadn't expected to.

Penny woke gasping, her heart pounding and her ears ringing with a sound she hadn't quite heard. It was pitch-black in the room, and she could feel the aftershocks of whatever it was quivering in the walls.

"Penny!"

She jumped back from the noise and scrabbled for the light. He got there first, dulling the sudden flare of light to a manageable dim glow.

"Sorry," he murmured. "Are you OK?"

Penny nodded, even though she wasn't sure how generalized his question was.

He sat next to her on the bed. In the faint light Penny could see rings around his eyes from the goggles.

"Did something happen?" she asked.

He closed his eyes for a moment. "I think I just blew up Los Angles."

"That doesn't sound very definite!"

"Oh, the city's gone. I'm just not sure if it's my doing."

"Billy, what's going on?"

"I don't know. Things are getting—complicated. Like earlier, I knew it was you, and I just couldn't—" He met her eyes. "I'm not always sure of what I'm doing, sometimes I know things are my decisions and my thoughts, and sometimes I think they're…someone else's."

Penny reached over and hugged him. He stiffened, then relaxed and leaned his cheek against the top of her head. "I'm so sorry," he whispered, but she wasn't sure what he apologizing for-- him, or the ELE, or the dead city Penny was trying not to think about.

"It's ok," she said, and even if she had a hard time believing it, it was a start.

"I love you," he said into her hair.

That she could believe, but it was still a surprise when he kissed her.


	13. Nothing Here To See

**A/N: **Hi! Sorry about the longer then normal time between updates--my posting finally caught up with my writing, and I wanted to be sure I had the next chapter written before this one was posted. Anyway, I now know how many chapter there's going to be: two more after this one. All I have left to write is the ending/epilogue thing, and that shouldn't take too long. Still, it'll probably be about a week between updates now that I don't have a buffer, just to be forewarned. As always, huge thanks to my beta, and to everyone who's reading this! I hope you enjoy it! : )

* * *

At some point, Penny must have fallen back asleep. She had no idea what time it was when she woke up for the second time—all she knew was that it was still dark, Billy was gone, and there were quiet voices coming from the next room. She got up as quietly as she could, wincing as the bed creaked, and eased the door open.

"—Several displays of complete stupidity," a woman was saying. Penny could barely hear her. "You could have got us all killed."

"Give the man a chance to defend himself, Leika," a new voice said. He had an effortless seductive purr to his voice that Justice Joe would have killed to master.

"Defend myself—" Penny heard Billy speak for the first time.

"You have made severe—lapses in judgment—lately, Doctor. I hate to say it, but Leika is right. You need to watch yourself. One wrong move, and we'll all suffer."

"You're lucky Bad Horse likes ambition, or you'd have been done for after that stupid speech," a new female voice added.

"We talked that over, we all agreed on what I was going to say—" Penny winced. Billy _really_ could have done a better job of hiding his panic.

"Oh, calm down." She'd decided the silky voice had to belong to Dead Bowie. The first woman must be Fury Leika, and the other—well, she definitely wasn't Snake Bite. Tie-Die, maybe? "Ladies, would you mind leaving us? We're a bit intimidating all together. Perhaps I can talk reason into him better on my own…"

"Sure." There was the sound of approaching footsteps, and Penny shrank back into the bedroom and held her breath until they had passed the doorway and gone on down the hall.

There was silence for a few moments after the villainesses left, then Dead Bowie began to talk, voice quiet and soothing, like Billy was a horse that would spook at the slightest provocation.

"Why don't we just—talk?" She had to strain to hear him now. "Just you and me, like the old days?"

"We don't have 'old days', Bowie."

There was a short pause, then a quiet snort of laughter from the dead man. "Oh, you're getting clever, aren't you? Come on, tell me, what's changed? A few days ago we were best pals, but now—"

Billy didn't answer. He didn't have to.

"It's _her_, isn't it? Captain Hammer's little redhead. I had no idea she was your type."

"She's not." Billy was still trying to sound cool and calm and failing miserably. "She's no one, really. Just one of those fan-girls that followed the idiot everywhere. She seems to have fixated on me, though."

"So you won't mind if I use her for one of my experiments—"

There was a muffled thud followed by the rattle of metal hitting concrete; Penny guessed Billy had knocked something over.

Dead Bowie started to laugh. "You should have seen your face! Don't worry, love, I won't tell a soul. I trust she won't interfere in our plans?"

"Of course not. And thanks."

"Don't mention it." Bowie started towards the door, stopping by Penny's hiding place. Then he switched on the light, and there was a moment when she thought her heart would stop as she was left blinking and exposed in the suddenly well-lit room.

"And you must be—Polly? Peggy?"

"Penny," she said, and instantly hated herself for it.

"Ah, Penny. Well, I'm glad our Doctor has someone to look after him. You do understand that what he's doing is very important don't you?"

Penny nodded. Anything to get away from his too-searching eyes and the awful sickly-sweet smell coming off him that made her want to gag.

"Good. I thought you looked like a clever girl." He leaned in close. "Just be sure to watch yourself. These are dangerous times, and being here with us doesn't make you any safer. You never know when you're going to wake up on the wrong end of a knife, for example."

She nodded again. What he was saying made her want to shrink away and hide somewhere, but he did have such a beautiful voice…

He looked like he was going to say something else, but then he shook his head and turned away.

"I'll see you then, Doctor, _Penny_." The door closed behind him with a quiet click.

"Penny?" Billy was standing by her now. He raised a hand to cup her cheek. "Are you OK?"

"I-I think so. What was all that about?"

"Just Bowie being Bowie. I'm sorry, Penny. It was stupid to think I could keep you safe here. Get some more rest, and in the morning we can talk about where you should go."

"No."

"What?"

Penny turned away from him and walked deeper into the bedroom. Her pack was on a chair—she dug through it until her fingers closed around the smooth plastic that shrouded the tiny ray gun she'd first unwrapped in San Francisco. She pulled it out.

"What is this?"

He frowned at her. "What does it look like?"

"It looks like you don't really want me to go somewhere and wait this all out. It looks like you want me to fight." She shoved the gun back into the pack, and sat down on the edge of the bed. "It's what you always wanted, wasn't it? From that first time we met, and you talked about 'putting the power in different hands'."

Billy sat down next to her, but he couldn't meet her eyes. "I wanted _us_ to rule the world."

"You know, if you'd just asked me out that first time…"

"That doesn't matter now."

"You're right, it doesn't."

There was a long pause. Billy shifted uneasily, picking at a nub on the blanket. "Penny—was Moist still in LA?"

She hesitated. "I don't know. Didn't the ELE arrest him?"

Billy shook his head. "Not that I've heard. Of course, they aren't telling me everything—Penny don't cry!"

It wasn't just Moist—Penny didn't have that many close friends, true, but the ones she did have—She'd been trying not to think about them, tried to focus on her current, admittedly precarious, position. Billy's quiet question had just been a push too far towards the memories.

Oh God, what was she going to do now? She wasn't stupid; she knew this was just the beginning. It might take a while, but the ELE was going to take over the world, and there was no one left to stop them.

"This can't be the end, can it?"

He wrapped his arms around her, and pulled her close, a still-awkward gesture that was already becoming familiar and comforting.

"No," he told her. "We won't let it be." There was a long silence. "Moist's smart," he said after a moment. "He'd have gotten out of the city if there was any way he could have. He's probably just lying low somewhere."

Penny knew he wasn't trying to reassure her. Hourglass hadn't said anything about him dying though… _Hourglass_. With everything that had happened, she'd forgotten about her. She tilted her head back so she could look him in the face.

"Billy, do you know a woman called Hourglass?"

"Uh, yeah. Why?"

"I met her—yesterday? Was that just yesterday?"

"What did she say?" Billy was frowning, which Penny found to be a vast improvement on the vacant expression he'd had a moment before. "Penny, what exactly happened?"

She told him what had occurred between leaving LA with Moist and her capture by Snake Bite. She edited some things—Justice Joe was never mentioned by name, and Captain Hammer was left firmly dead. Penny might trust Billy with her life, but she couldn't trust him with Hammer's.

He listened intently, not even interrupting to ask for clarification when Penny got mixed up and told things in the wrong order, though when she got to Johnny Snow arriving to 'rescue' her, he stood and started pacing, arms crossed and brow furrowed.

When she finished, she sat back down beside her. "I don't like it," he said. For a moment Penny thought he was going to start pacing again, but he just fidgeted and rolled a loose string from her tee shirt between his fingers.

"The Heroes' Guild, Hourglass, they're all singling you out. Hourglass—she's…odd, but she knows a lot more then she says, and she's usually right. The Heroes though, they're only interested in people if they have powers. They'd turn Gandhi away if he couldn't punch through walls."

Penny shrugged. "They said they thought I might have, um, superpowers, but I'm not sure I believe anything they've said now. What was the gun I brought from your lab?"

His eye began to twitch. "Oh, that. It's something I've been working on for the last few months, but it doesn't work. I guess I was trying to bend the laws of physics a little too far."

She laughed. "Billy, you've _stopped time_. What could bend the laws of physics more than that?"

"Reversing it." For a second she thought he was joking, but his face was deadly serious.

"You mean you were trying to—"

"Can we not talk about it? It failed, OK? Miserably."

"You're not used to things not working, are you?"

He made a face, and Penny surprised herself by giggling.

"So, Penny." He grabbed her hands and stood, pulling her up with him. "Where do you want to go? Probably away from a major city would be best, but I'm sure we can find you somewhere nice out in the country."

"Yeah, about that…"

"Penny—"

"I'm only leaving if you do. There's no way I'll willingly leave you here on your own, and you've run out of henchmen to cart off my unconscious body."

"I'm fine here!"

"Billy, you were psychically controlled and destroyed Los Angeles! That is _not_ fine!" Her voice rose hysterically, and she took a deep breath and tried to calm down. "Do you really want to stay here? You know they're going to kill you the moment you stop being useful. How many millions more are you going to have to kill to stay alive?"

He twitched and hunched his shoulders.

"You said Hourglass's always right? Well, she told me I was going to save the world. What that's true? What if—somehow—we could _fix_ everything?"

Billy dropped her hands and walked away towards his lab. "There's no 'reset' switch, Penny," he said over his shoulder. "There's always a price, I figured that much out in my research for the Ray."

Penny followed him out of the bedroom. "What are you—you're packing?"

"That doesn't mean we can't try. You and me, saving the world?" he asked.

For a second Penny thought of poor lost Captain Hammer. _He's dead now, move on, _live_. _She smiled. "Yeah."

She hadn't unpacked—it was the work of seconds to grab her backpack, make a quick-search of the bedroom, and join Billy in the hall.

"You ready?"

She nodded.

The halls were empty. Penny kept expecting Snake Bite, or worse, Dead Bowie to step out of one of the dark doorways and stop them, but they saw no one. When they reached the end of the hallway, Billy grabbed a flashlight from a shelf by the door that she hadn't noticed the first time she came through.

The walk through the cellar went quicker with a light. Penny glanced around at first, then kept her eyes firmly ahead of her after she saw the pale gleam of bone half buried in the soft earth off to her left.

"Yeah, it's kind creepy under here," Billy commented when he saw her shiver.

"What is this place?" They had reached the steps up into the house.

"Dunno. I've heard rumors, but…"

"I probably don't want to hear them while we're here?"

"Wouldn't be a good idea, no."

The sun was just coming up. Billy led her around the side of the house to the shed where Snake Bite had parked the ATV the night before.

"We're driving?"

"Do you really want to walk to the nearest civilization?"

Even though Penny guessed Billy had as much right to the vehicles as anyone, it still felt thrillingly illicit as they settled into the least-flashy car there. The trip went quicker by car, in the daylight, with the driver not carrying a gun. Penny supposed the countryside was beautiful, but the ranch didn't look any less ominous by day, and she was glad to leave it behind them.

Billy didn't go back to the road the way Penny had come in. He turned off onto a narrow track that was more pothole then road about halfway between the main entrance and the ranch, and shrugged off her questioning look with a "They don't watch this way as closely."

However, when they reached the outlet, it seemed he was wrong. The road made a sharp bend and the shrubbery lightened to reveal half a dozen black SUVs blocking the road.

"This…doesn't look good."

He stopped the car.

"Can we turn around, go back?" Of course they couldn't. The road was barely wide enough for the car, and the shoulders were piled with rocks and brush. It was a perfect ambush. Someone had gotten out, and was standing behind an open car door, waiting. Penny strained to see them, but the light was wrong, and they were half shadowed by their car.

Billy bit his lip. "Ok, I'll see who it is. Stay here." Before she could protest, he was out of the car. Penny sighed and rolled her eyes. She wanted to jump out and pull him back into the fragile safety of the car, but if it was ELE, he'd do best on his own. And if it wasn't ELE, well, at least he was wearing his inconspicuous hoodie and jeans. Maybe if it was police he could pass them off as lost campers.

She sat back in the seat and crossed her arms. Billy was talking with the man now, and everything seemed to be going fine. There was a flash of movement somewhere in the shrubbery off on her right. That was when Penny realized that things actually weren't going that well at all.

The door was half way open and Penny was struggling with her seatbelt when the shot hit Billy. In the time it took her to fight free and get the door open the rest of the way, he'd fallen to the ground. Later, she realized that she should have been more careful of being shot herself, but at the time the only thought she could focus on was _Billy-buddy_.

There wasn't much blood as she would have expected, and it was a dart, not a bullet, and she'd just had time to register relief when someone grabbed her from behind and pulled her up and away from Billy.

"Penny," an all-too familiar voice called.

She twisted her head to see the man who'd been talking to Billy walking towards them. Once he was in the light, he was clearly recognizable.

"It's alright, you can let her go," Joe said. The Heroes' Guild guards holding her arms dropped her like she'd burned them.

"What did you do to him?"

"Dr. Horrible? Oh, he'll be fine," he said. He was looking as cool and handsome as always, but there was a jagged, almost-healed cut on the side of his face, stretching from temple to jaw line. Penny winced. It looked painful, and she was starting to wish she hadn't hit him quite that hard.

"You did well. You brought him right to us!" He smiled. "And now, there's someone who wanted to see you."

He turned back towards the SUVs and beckoned. A door opened and a tall, dark-haired man climbed out.

"_Sorry_," Hammer mouthed at her.


	14. Not A Death Ray

**A/N** So the end is nigh- this is the second to last chapter, and the bulk of the action's here, hence it's rather unweildy length. Sorry about that. I had the cliffhanger I wanted to end at, but everyone kept _talking,_ and it got rather longer then I'd anticipated...

* * *

"Penny, come on," Captain Hammer murmured, leading her away from the Guild Guards and Billy's unconscious form. She didn't resist, but she did look back as Hammer helped her climb into the backseat of one of the SUVs. Justice Joe was watching her, and when he saw her looking he raised his hand in a mocking salute, then turned back to his direction of the guards who were carrying Billy to one of the other cars. She shuddered and shrank down into the seat.

Hammer climbed up beside her and shut the door.

"Hi," he said, awkwardly. There was an uncomfortable moment where he leaned in to kiss her and Penny ducked it by hugging him instead.

She smiled as they pulled apart. "I thought you were dead!"

He didn't smile back. "Almost, thanks to your _Billy_."

Penny decided to ignore the undiluted hatred in his voice for now. "And Moist? Johnny? Are they OK? What happened at the airport?

"They're fine. The Heroes' Guild picked us up—I wanted to go back for you, but they wouldn't let me. Then that night— They said you'd survived, but I couldn't believe it until I saw you."

He looked like he was going to say something else, but then the driver got in, and he only shrugged and looked away.

"Where are we going?" Penny whispered as the engine purred to life and the convoy started down the dusty road that led, she assumed, back to the highway.

"Somewhere safe. I think."

Penny rolled her eyes. "Don't tell me the Heroes' Guild has a secret hideout in the mountains too."

Did he look slightly embarrassed? "Uh, kind of. It's more of a…warehouse. It's were the Guild stores the stuff that's confiscated when we take down a villain. It was away from the city so if anything exploded…"

"Right. Well, sounds like it's something, at least."

"You should see the War Robots they got when Justice Joe killed the Titanium Devil!" For a second he sounded childishly excited, but he quickly sobered when he saw the look on Penny's face. "What is it?"

"What's going to happen once we're there?"

"Don't worry," he assured her. "You'll be fine."

"It's not me I was worried about."

He frowned, but didn't answer. Maybe he couldn't. Penny sighed and looked away, watching the dry hills through the tinted window. It all looked so _normal_, if slightly unreal and dreamlike. _Like everything in the last few days._

She lost track of time after a few hours. She wasn't even sure now where they were—they could have gone all the way into Nevada and she wouldn't even have known the difference. The Heroes' Guild warehouses though, once they reached them, were unmistakable.

They were three pole barn buildings the size of airplane hangers nestled in a sheltered valley ringed by pylons. There were only a few vehicles parked around them, and Penny guessed the force sent to bring Billy and her in was just about the extent of their resources.

A tired-looking woman with hair turned dirty-brown with dust herded Penny away from the convoy as soon as she got out. She looked vaguely familiar to Penny but it took a moment to place her.

"Jessica?" She'd been the receptionist at the old Heroes' Guild headquarters. Penny almost hadn't recognized her without her makeup and impeccable pants suit.

"That's right. Come on." The sliding door at the near end of the closest hanger was firmly shut, but there was a normal size door in the wall beside it. Inside, it wasn't as dark as Penny had expected. Yellow floodlights beamed down from the rafters illuminating the relatively empty space in the middle of the warehouse and the curtained-off portion at the far end. The crates that were its original occupants had been pushed against the walls to make room for the thirty-odd Heroes, sidekicks, and hangers-on that had survived. No one seemed to notice Jessica and Penny's entrance.

"You hungry?" Jessica didn't look like she really cared what Penny's answer was.

"Yeah." Penny didn't want to push her luck, but she was _starving._

"There isn't much—" There was some hastily constructed shelving by the wall that held cardboard boxes stocked with a few mournful-looking energy bars and bottled water. It didn't look like there was enough of either to keep the Heroes going for long.

"Actually, I'm fine."

"Don't be such a martyr. You eating is the least of our problems. Anyway, if everything goes according to plan, it won't matter." Jessica shrugged and handed Penny an energy bar, keeping another for herself.

"Sorry, what?"

The other woman looked confused. "I thought you talked to Hourglass?"

That casual name-drop probably shouldn't have surprised Penny as much as it did. "She's here?"

"Hourglass is the reason we escaped. We owe her our lives."

_You're not the only ones,_ Penny thought._ Just how many people has Hourglass 'rescued'?_ "I talked to her, but I don't think she told me what she told you," she said aloud. "How long has she been helping the Heroes?"

"A few months, ever since Dr. Horrible joined the ELE. I would have thought she'd have told you though. Everything revolves around you getting Dr. Horrible to cooperate."

And it was back to that: Penny's first meeting with Justice Joe when he'd told her that she needed to bring Dr. Horrible around so that when things got bad he'd be on their side. Had they known what was going to happen for all that time?

"Penny!"

She turned to see Johnny Snow standing twenty feet away grinning at her.

"Oh, it's you," Jessica said. "In that case, I'm leaving. See you, Penny." She stalked away.

Johnny watched her go, then snapped his head back to Penny when he realized she was watching him. "Um…"

"I'm glad you're alright," Penny said, smiling.

"That's a matter of opinion. Anyway, everything should be fine now."

"You're not talking about Hourglass's plan are you? The one that everyone seems to know about except me?"

He looked confused. "What do you mean you don't know?"

"I've been getting a lot of that."

"Look, I came to get you. Dr. Horrible's conscious, but he's refusing to talk until he knows you're okay."

Penny tried not to roll her eyes. A sweet gesture, but _way_ too dramatic. "Lead on."

She'd guessed that Justice Joe wouldn't have established his office in the same place as the rest of the Guild was staying, and she was right. They'd set up an almost anachronistic canvas tent that could have belonged to a Civil War general between the buildings, with a pair of Guild Guards flanking the door. Penny rather liked it—it fitted him perfectly.

Countless possibilities of what she was going to find inside flashed through her head as they approached the tent, each nastier then the last. Then, when Johnny pushed back the flap, she saw the thing she'd probably_ least_ expected: Billy sitting on a chair by Justice Joe's desk and staring murderously at the cracked china mug in his hands.

"Um, Sir?" Johnny said, clearing his throat.

Billy jumped, but Joe didn't even look up.

"Come in."

The inside of the tent was surprisingly well decorated. Penny wondered briefly how they'd brought Joe's desk all the way from LA, then decided that some things just weren't worth worrying about. What was—well, the Hero and the Villain were a start. She caught Billy's eye and smiled. He responded with a quick twitch of his mouth that could almost have been a smile, but was gone so quickly she couldn't be sure. Also of note was Billy's failed ray gun propped up on the Hero's desk—Billy had brought it when they were escaping from the ELE, but Penny had assumed they'd have left it in the car. Surely they weren't planning on using that—

"So now that she's here, are you ready to tell us how to make this work?" Justice Joe asked, looking from the papers on his desk for the first time. "Your plans—" He held up a blueprint. "—Are unsurprisingly vague on the actual operation."

"I've told you, _it doesn't work_." Penny could practically hear him trying not to grind his teeth. "It's impossible, it can't be done."

"Come on, what kind of mad scientist gives up after the first trial?" Joe sounded almost giddy and, not for the first time, Penny questioned his sanity.

"And you're supposed to be dead."

"Your point is—?"

"You obviously didn't come out any better on even the second trial."

The Hero's perfect smile didn't slip. "Penny, do you think he's lying?"

"No," she said without hesitation. For all she knew, he could have been, but a line had to be drawn and sides taken, and she certainly wasn't on Joe's.

"Hmm. I've been told otherwise."

On cue, the tent flap was pulled back, and Hourglass swept regally in. She stood in the doorway for a moment, considering the four of them. "Good, everyone's here. I take it the Captain's not coming?"

"I decided it would be best not to have that added dynamic," Joe murmured.

"And we don't need him anyway now, do we?" Johnny Snow shrugged at his parka in a manner that was clearly intended to be impressive. "Dr. Horrible has a new nemesis now!"

"Are you saying—" Billy was frowning at Penny.

"Sorry, yeah."

His eye began to twitch, and she couldn't help but find it ironic that he could be almost perfectly calm as a captive in the middle of his enemy's camp, but that finding out that one man was still alive was enough to make him loose his composure.

"So, we meet again, Doctor," Hourglass said.

"Hi."

She walked across the tent, and sat in the chair across from him. Penny almost unconsciously echoed her movement, ending up standing at Billy's side.

"I know you think this doesn't work, but it _will_."

Billy scoffed.

"The resources here are impressive. Just imagine—every ray gun, every diabolical concoction, every strange machine that alters the fabric of reality—all yours to use. You can make a super computer out of tin foil and a few old phones: don't tell me you can't make something truly impressive given the right materials."

He set his mug on the corner of the desk and leaned back in his chair, crossing his arms.

"And what makes you think I'd even _want_ to finish it?"

"Because in my mind you already have, and I know you want Penny to survive this."

There was a long uncomfortable silence. Billy broke first. "Fine. I'm going to need a lab."

Penny wondered if it was a good sign that they'd already set up a lab for him, in a tiny cleared-out portion of Warehouse 3. Not everything was crated here—in the dim light she could make out a half dozen giant humanoid shapes leaning against the far wall, and what looked like an above ground swimming pool.

"Nice place," she said to Billy, shivering.

"Oh, look, the Titanium Devil's War Robots!"

Penny snorted, and shifted circuitry off a stool so she could sit. They were alone again: the Hero's had shown them in, then left as quickly as they could, even Johnny. Penny didn't mind, and she guessed Billy could focus better without them there anyway. She hadn't planned on staying with him, but he'd given her puppy-dog eyes when they'd mentioned her staying with Jessica, and she'd given in.

"I'm glad you're here," he'd whispered as Johnny had shut the door behind him.

Now it was just the two of them, and the atmosphere quickly became a whole new type of uncomfortable.

"About last night—" Billy started. He was inspecting a soldering iron on his new table and trying not to look at her.

"Let's not worry about it now," Penny said, a bit too quickly.

"Okay." He was blushing though.

"Do you think you'll be able to make it work?"

"Um, maybe. They've actually got Wonderflonium, which should help…" He started mumbling calculations under his breath, leaving Penny feeling bored and useless.

After maybe an hour, Billy spoke again. "This might actually work!"

Penny jumped. "What?"

"I don't know if there's going to be time for a trial, but I usually test stuff on myself first anyway."

"Is that…wise?"

"I'm still alive, aren't I? Anyway, I've been thinking." He turned to face her. "I've been trying to figure out where it went wrong, which point in time I could change to make the most impact. I think I've figured it out. I'm going to need Hourglass to help me with the equations, but I think I know what I need to do."

"Uh-huh?"

The door opened and they both started.

"_Him_," Billy hissed.

"Hi Penny," Captain Hammer said. He walked in gingerly, keeping his eyes firmly on Billy. "Dr. Horrible."

"So they brought you back to life?" Billy sounded calm, almost conversational, but Penny could see him reaching for a wrench on the table behind him.

"And they haven't killed you yet, which is nice for me. I can kill you myself the moment you stop being _useful_."

"Okay, stop!" Penny stood abruptly. "There isn't _time_ for this! You're on the same side now, haven't you realized that?"

They both stared at her.

She turned to Hammer. "Did you have something to say?"

He collected himself. "Yes. You're right, Penny, there isn't time. The ELE are on their way. They'll be here within the hour. I'm here to make sure you get your ray-thing finished. What are you calling that one, anyway?"

"Retcon Ray," Billy mumbled. He turned back to the table. Penny marched over to Hammer and pulled him aside.

"Are you going to loom over him the whole time?" He looked shocked. "Because that's not going to help."

"Look," Billy called. "Penny, why don't you go get Hourglass? This is just about ready to be programmed."

She hesitated. "And leave you two together? I don't think so."

"It's fine," he said, looking at Hammer as he spoke. "_Isn't it?_"

"Yeah, fine." Hammer sounded less than enthused at the idea.

"No fighting?" To Penny's surprise, they both looked slightly intimidated, which was actually rather nice. "Good." She just hoped they wouldn't kill each other while she was gone.

Hourglass was still in Justice Joe's tent. "It's time then," she said when Penny walked in. It wasn't a question. Penny nodded. "Let's go."

Penny was expecting to find the worse when she and Hourglass went back into Warehouse 3, but Hammer and Billy seemed to be fine. In fact, it almost looked like the Captain was _helping_ Billy.

"We've come to an agreement," Billy said when he saw her staring.

"Oh, good," she said faintly.

"Hourglass, come look at this." The other woman inspected the 'Retcon Ray' carefully.

"It looks like it'll work," she said after a moment. "Where do you need to go?"

"The dedication of the homeless shelter," he said without hesitation. "I need to stop myself from killing Captain Hammer."

And that, of course, was when all hell broke loose.

The door was flung open, and a shadowed figure rushed in. "Doc!"

Billy was already smiling. "Moist!"

The henchman stopped and panted for a moment, face even sweatier then normal. "They're here. They had a helicopter. The fence is giving them some trouble, but it shouldn't take long."

"Okay. Um, someone, all you need to do is point it at me, and pull the trigger—Penny, honors?"

"Already?" It was happening too fast, what was going to happen to them now? Were they just going to cease to exist, or were they going to break off into a parallel universe or something? She'd read science fiction, she knew what kind of options she could expect. Either way, she was going to loose everything, and in a sudden moment of utter selfishness she wasn't sure if she could bear that.

"Quickly!" Hammer was looking around, she presumed for some kind of weapon.

She took a step towards the Ray, but the ground suddenly shifted and rolled like in an earthquake. A few of the crates that had been stacked the highest fell to the ground, braking into splinters, their contents strewn across the warehouse floor.

There was shouting and gunfire coming from outside now, along with electric crackles. It was a battle out there, between Heroes and Villains. Even without seeing it, Penny could understand how so few survived a fight like that.

"Good luck," Hammer said, sweeping down on her, and kissing her gently before she could react. "Come on!" He ran out the door.

"See you, Doc," Moist said, and followed him.

Hourglass was looking through the debris of the fallen crates, and Billy was making frantic last minute adjustments on the Retcon Ray.

"Penny," he said, wrestling with a handful of wires. "Can you help me with this?"

She held them together while the twisted ends together, then pushed them down as he tried to screw the cover back over them. Outside the sounds of fighting grew louder and nearer. Penny thought she heard a scream coming from just outside that sounded horribly like Captain Hammer. Her hands shook, and it took all her willpower to steady them and focus on nothing but the Ray and the man working on it.

Billy was babbling. "Okay, now I just need to calibrate the self-eliminating temporal boosters, and reconfigure the chronal loop—Great, that's done. Now if—there."

There was someone standing in the doorway, Penny couldn't tell who. "Billy…" Surely Hourglass would have said something if they were a Villain though—

"Okay, Penny, we're done!" He hadn't noticed the figure in the doorway. "It's ready—"

"Billy? Billy!" He'd slumped suddenly to the ground, falling way from her, blood quickly soaking through his tee-shirt from the hole in his chest.

Penny dropped her knees beside him, which saved her life—the next bullet whizzed harmlessly over her head. "Billy, Billy, no—"

His eyes stared up at her, blank and glassy, lips parted slightly in what was either an unspoken cry or a half formed word.

"Penny?" She knew that voice. "Come on, stand up, I won't shoot you."

"Yeah right!" Her voice cracked, ruining her false bravado. She stumbled backwards, away from Billy, towards the metal tank twenty feet away. She didn't know where Hourglass was—hopefully she had some kind of shelter.

Dead Bowie followed, keeping his gun trained on her.

She made it behind the pool, but it wasn't as good a cover as she thought it would be. It was only a few feet tall, and its lid had fallen off in the mini-earthquake, revealing it the bright green liquid inside.

The Villain was too close, Penny had nowhere to run to, and she really didn't want to die hiding behind an oversized metal kiddy-pool. She stood, shakily.

"Ah, there you are," the dead man smiled at her. "Don't worry, everything's going to be alright—"

Fire exploded from somewhere behind him and knocked Bowie forward, into the tank. Penny jumped back as the acid splashed, and tried very hard not to look at the rapidly decomposing body in its depths.

Hourglass stood by the Retcon Ray, cradling what looked suspiciously like a flamethrower. "Come on," she called to Penny. "There isn't much time."

Penny walked back over to her, stopping by Billy's body to brush a hand across his face, closing his eyes.

"You'll have to go back now. Here, take this." She pulled something out of her pocket and handed it to Penny. It was the little ray gun Billy had given her back in LA. The metal felt cool and heavy against Penny's palm as she took it.

"What do I do with this?"

"Fire it at the Freeze Ray before he can kill Captain Hammer. I'll disrupt the circuits—that's what it's designed for. I think he knew all along that this might happen."

"You mean you told him."

"I suggested that it might be a good idea to make this for you."

Penny wanted to hate her, but she didn't have the energy. "Alright then."

Hourglass smiled and fired the Retcon Ray at her, engulfing Penny in writhing blue energy. "Bon voyage!"

Then, all Penny could see was Blue.


	15. Here's the Story of a Girl

**A/N:** So this is it! To everyone who has favorited, alerted, reviewed, and read, thank you so much! Huge thanks also go to HyperCaz, this story's beta. I've had a wonderful time working on this story, partly because I've never had instant feedback like this on anything I've written before. I hope you enjoyed it!

* * *

Penny gasped as her feet hit the ground and her legs buckled, sending her careening into the wall. She blinked hard, trying to get her bearings. For a frantic second she thought she hadn't moved at all, but as her head cleared Penny realized where she was—an alley a few blocks away from the new homeless shelter.

She let her legs fold, and slid down the wall to sit on the pavement, loosening her death grip on Billy's ray gun. She hadn't just moved in space: the sun was at a different angle—the too-bright light of spring had replaced the dull glow of autumn, and she could hear traffic twenty feet away on the road. Penny was back in the city, and four months back in time.

Penny let herself sit for a moment, then struggled back to her feet, leaning against the brickwork for support. She'd gotten good at blocking out memories over the last few months, but there were tears prickling at the corners of her eyes and she couldn't quiet convince herself they were just a side effect of the time travel.

_Come on_. Her first few steps were wobbly, but by the time she reached the sidewalk she was walking steadily.

"Hello Penny."

She turned too quickly and almost lost her balance.

"Hourglass?" The dark haired woman was standing by the curb, and it almost looked like she'd been waiting for her.

"You're going to need this." Hourglass picked up a paper bag and handed it to Penny. "It would be—complicated—if your past self recognized you."

Penny took the sack. "Did you—?"

"Did I follow you from the future? No." She noticed the look on Penny's face, and smiled unapologetically. "Sorry, but we're short on time, and you're taking too long to finish your sentences."

"But if you're not the future you—"

"I still know what's going to happen in this timeline. Good luck, Penny. When it's over, I'd like to hear how this happened."

Penny nodded mutely.

"Aren't you curious about what's in the bag?"

Penny had had her share of surprises in depressingly ordinary grocery bags, but she opened it anyway. Inside was a change of clothes, a cheap acrylic wig, and a pair of sunglasses.

"Hold on…"

"You're remembering these?"

"I saw a woman wearing these glasses in the audience—" Penny shoved everything back into the sack, trying to rationalize what she'd seen. "But she didn't look anything like me—"

Hourglass nodded. "Your brain would have done whatever it could to deny that you were actually there twice."

"Oh." All she wanted was to go back to a normal world, one where her biggest questions were what she wanted for dinner, and if she should go ahead and get that top at Goodwill even though it was seven dollars. "Okay, I'm going to go," she said.

"Good. You don't have much time. You know what you need to do?"

Penny knew exactly what she had to do. She nodded, suddenly very aware of the weight of the ray gun in her pocket.

"Very well then."

Penny didn't look back as she walked away. There was a small restaurant a block away from the new homeless shelter that she'd gone to often back when she'd still worked there. They recognized her, and let her change in their bathroom. For them, she'd last come in the day before.

The chairs were set up when she got to the hall. Penny could see herself on the stage, talking with the guy setting up the microphone. She ducked her head and let the straight black hair cover her face.

Captain Hammer was there too, posing for publicity shots with a reporter. How could she not have realized what a jerk he was then? After he'd come back to life, Penny had actually started to care about him far more than she would have expected—he'd been like a new man. She was slightly embarrassed she'd fallen for this version.

She had a vague memory of where she'd sat. It felt odd sitting in the middle of an almost empty room, but if memory served she already had, and anyway, the hall would be filled soon. It was disorienting, remembering what was going to happen as it did, and Penny wondered if that was partly why time travel wasn't as popular as it could have been.

She waited. Hammer's Groupies arrived, and sat next to her, giggling and whispering. She'd run into them once outside Hammer's house; they hadn't been very nice to her. The rest of the seats filled, and Penny fidgeted and traced the outline of the ray gun.

She wondered what Billy was doing. Was he already under the cloth covering the statue? The unknown was starting to worry her—what was going to happen once she disabled the Freeze Ray? Would Billy be arrested? Would the ELE kill him if he failed? She'd already seen him die once. She didn't want to watch it again.

Then it started. The lights dimmed, and the Mayor began to give his achingly dull and sycophantic speech. Penny found it far more interesting to watch the past version of herself on the stage. She was already looking uncomfortable, which made the older Penny smile. _You don't even know how bad it's going to get, honey._

Hammer's speech was even worse. Penny had remembered that it was bad, but _this_— She didn't blame Past-Penny for leaving halfway through. It hurt that Captain Hammer didn't even notice though—that was something Past-Penny hadn't seen.

Penny waved her arms and sang along with Hammer's rousing-inspirational-blatantly offensive-something, but she was just waiting for the moment when—

And then Billy was there—no, not Billy, Dr. Horrible. Penny craned her neck to watch him as he stalked up and down the narrow aisle between the seats. He seemed so innocent, so righteously angry. She wanted to help him, to tell him that Hammer didn't matter, that surely he didn't need to join the ELE to make a difference, but she knew he wouldn't want to hear that, even from her. Things didn't have neat fairy-tale endings in real life.

She ran with the crowd when he started firing, remembering how Past-Penny had hidden behind the chairs. The dual-memory thing was starting to get really distracting—she could only barely distinguish between what happened and what was happening now.

"_No sign of Penny, good. I would give anything not to have her see—"_

This was it. He'd gone still and calm, but Penny could see the tension in his shoulders. He didn't want to do this, he didn't want to kill, but he knew he had to prove he was as evil as he said he was. Penny was in the tangled mess of people by the door. She fought her way free, and pulled the ray gun out of her pocket.

"_It's gonna be bloody, head up Billy Buddy, there's no time for mercy—"_

What was Past-Penny doing? Penny could see her across the room, rising to her feet, her eyes full of horror and betrayal, mouth echoing Billy's words. Penny shook her head. She didn't have time for this. This was it. She aimed the gun at the Freeze Ray—it was now or never—

"_Here goes no mercy!"_

Billy hesitated, and Penny fired. It didn't make a noise, or even any visible effect, but she could feel the recoil, and the Freeze Ray whined down, the blue light that had soaked the hall fading.

"That's not a good sound—"

Then the moment of shocked stillness was broken as Captain Hammer unfroze and knocked Billy across the room. The next few seconds passed in a confused jumble that Penny only barely comprehended. The door were finally open, and she was caught in the crowd and pulled outside.

Behind her, she heard the unmistakable sound of the Death Ray exploding, and a millisecond later she felt the echo of an impact like she'd been punched in the stomach. She doubled over and fell to the ground, unnoticed. She was alone in front of the doors now. She lifted her head slightly, trying to see what was happening in the hall.

Past-Penny was slumped against the wall, and Billy was kneeling beside her. Captain Hammer was nowhere in sight. It was odd—Penny could feel the shrapnel in her stomach and chest, but the sensation was still—disconnected. She knew she was dying back in the hall, and she didn't even have the strength to keep her head up. There was a roaring in her ears, and she'd lost feeling in her arms and legs. Then darkness overwhelmed her vision.

Someone was dragging her away. Penny opened her eyes, and tried to focus.

"You're a lot heavier then you look, you know." She knew that voice, with its clipped accent.

Hourglass half-carried her over to a tree and let Penny slide to the ground with her back against it. She recognized where they were now—the park where she'd gone with Hammer all that time ago. The other woman knelt on the grass next to her so she could look Penny in the eye.

"You shouldn't be here."

"Umf?" Penny asked. Actual words were still too difficult to form.

"You should have vanished when you disabled the Freeze Ray. The choices that brought you here weren't made, and this version of you shouldn't even exist." Hourglass frowned. "Not to mention that you're now dead."

"I'm dead?" _Great_, _something else for the list of 'things no one should have to hear'. _

"Very."

"But then—"

Hourglass stood. "The time machine you used must have malfunctioned, kept an illegal copy. You're a pirated version of yourself."

Penny tried to stand too, and didn't make it. She decided she really wanted to sit for a few more minutes. "_I'm_ alive though, aren't it? Even if the other me is dead?"

"Sort of. You shouldn't exist, Penny. You're a mistake, a glitch. Your very presence is going to mess up the timelines. I'm sorry, but it's true."

"Billy—"

"He's going to be admitted to the ELE tonight. The papers are saying he killed you, and he's not denying it."

Penny ran a hand through her hair. The wig had fallen off somewhere and the sunglasses were gone, but she still felt like a stranger in her own body. She didn't want to believe what Hourglass was saying, but she knew it was true.

"I should find him, maybe I can still convince him not to join—"

"_No_." Hourglass swooped down on her with surprising vengeance. "Penny, you can't go anywhere near him, do you understand? You can't see anyone from your previous life _under any circumstances_. It would cause a paradox of a magnitude I wouldn't like to imagine, and could destroy _everything_."

That sounded a bit dramatic, and Penny said so.

Hourglass snorted. "And you're willing to find out if I'm right?"

Penny wasn't, not quite. "Then what do I do?"

"Get as far from here as possible. You're a ghost, Penny, and you're going to have to act like one from now on."

Just a ghost… What had she actually accomplished? Billy was still going to join the ELE and Dr. Horrible was going to take over the world. Past-Penny was dead, and Present/Future-Penny knew that Billy would blame himself for her death, and go even deeper into the darkness that he'd created for himself. And what was she? An echo, the afterimage on the TV screen right before it goes dark. A ghost.

Night had fallen. Penny was waiting on the sidewalk a few houses down from Billy's apartment. She knew what she was doing was risky, but she couldn't bear to leave without one last moment of being _Penny_, before she became—whoever she was going to be now. Hourglass had said she could stay the night in her house, but that the next morning she was going to have to leave. Penny was fine with that. All she wanted was one glimpse—there.

A long black car pulled up in front of Billy's apartment and stopped. Billy and Moist got out, and walked up the front door. As she'd feared, the white labcoat was now blood red. Maybe some things just couldn't be changed. For a second, she thought Billy had seen her—he froze on the doorstep, looking right at her, disbelief on his face. Then he shook his head slightly, and walked inside. The door shut behind him.

Penny stood there for a long moment, still watching the apartment, half-hoping Billy would come back out, and knowing she couldn't ever speak to him. She was a ghost now, she was going to have to get used to it. Penny was dead, but she was still alive, and that was something.

_Dreams are easy to achieve… _The moment she looked away, the old Penny would really be gone. _If hope is all I'm hoping to be…_ She knew what was out there now, and if an ordinary life was really out of the question—Penny smiled. Perhaps she could still settle for the extraordinary. _So keep your head up… _She turned and started walking.


End file.
